Common use of Prohibition Clause in Contracts

Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon (a) Tenant’s reputation and creditworthiness, (b) the Guarantor’s execution and delivery of the Guaranty (defined in Section 20.2); and (c) upon the continued operation of the Premises by Tenant for the particular use set forth in Section 1.7 above; therefore, except as expressly permitted below in this Section 8, Tenant shall not, whether voluntarily, or by operation of law, assign or otherwise transfer, mortgage, encumber or pledge all or any portion of its interest under this Lease. Any purported assignment, mortgage, transfer or pledge requiring, but made without, the prior written consent of Landlord, and where applicable, Landlord’s lender, shall be absolutely null and void. No assignment of this Lease (including one permitted pursuant to Section 8.3 below) shall be effective and valid unless and until the assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord (and, if applicable, its lender) in order to evidence assignee’s assumption of all obligations of Tenant hereunder. Any consent by Landlord (and, if applicable, its lender) to a particular assignment, mortgage, transfer or pledge shall not constitute consent or approval of any subsequent assignment, mortgage, transfer or pledge. No consent by Landlord (and, if applicable, its lender) to any assignment or sublease, whether pursuant to this Section 8.1 or Section 8.3, shall be deemed to release either or both of (A) Tenant from its obligations hereunder and (B) Guarantor from its obligations under its Guaranty, as defined below; and (x) Tenant shall remain fully liable for performance and satisfaction of all obligations and liabilities under this Lease; and (y) except as otherwise expressly provided in Section 2.5.4.5 above, Guarantor shall remain fully liable for performance and satisfaction of all obligations and liabilities under the Guaranty.

Prohibition. Tenant acknowledges Lessee shall not, in whole or in part, assign, sublet, license or permit occupancy by any party other than Lessee of all or any part of the Premises, without the prior written consent of the Port in each instance. Lessee shall at the time the Lessee requests the consent of the Port, deliver to the Port such information in writing as the Port may reasonably require respecting the proposed assignee, subtenant or licensee including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee, subtenant or licensee. Within twenty (20) business days after receipt of all required information, the Port shall, in its sole discretion, elect one of the following: (a) to consent to such proposed assignment, sublease or license or (b) to refuse such consent. 13.1.1 As a condition for the Port’s consent to any assignment, encumbrance or sublease, the Port may require that the assignee, sublessee or licensee remit directly to the Port on a monthly basis, all monies due to Lessee by said assignee, sublessee or licensee (except with respect to excess rentals otherwise due Lessee pursuant to Section 13.2). In addition, a condition to the Port’s consent to any assignment, sublease or license of this Lease or the Premises shall be the delivery to the Port of a true copy of the fully executed instrument of assignment, sublease or license and an agreement executed by the assignee, sublessee or licensee in form and substance satisfactory to the Port and expressly enforceable by the Port, whereby the assignee, sublessee or licensee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the Rent due under obligations of Lessee hereunder. 13.1.2 In the event of any assignment, Lessee and each respective assignor, waives notice of default by the tenant in possession in the payment and performance of the Rent, covenants and conditions of this Lease have been agreed to by Landlord and consents that the Port may in reliance upon (a) Tenant’s reputation each and creditworthinessevery instance deal with the tenant in possession, (b) the Guarantor’s execution and delivery grant extensions of time, waive performance of any of the Guaranty (defined terms, covenants and conditions of this Lease and modify the same, and in Section 20.2)general deal with the tenant then in possession without notice to or consent of any assignor, including Lessee; and (c) upon any and all extensions of time, indulgences, dealings, modifications or waivers shall be deemed to be made with the continued operation consent of Lessee and of each respective assignor. 13.1.3 Lessee agrees that any sublease or license will contain a provision in substance that if there be any termination whatsoever of this Lease then the subtenant or licensee, at the request of the Premises Port, will attorn to the Port and the sublessee or licensee, if the Port so requests, shall continue in effect with the Port, but the Port shall be bound to the subtenant or licensee in such circumstances only by Tenant for privity of estate. Nothing herein shall be deemed to require the particular use set forth in Section 1.7 above; thereforePort to accept such attornment. 13.1.4 No assignment, except as expressly permitted below in this Section 8, Tenant subletting or license by Lessee shall not, whether voluntarily, or by operation relieve Lessee of law, assign or otherwise transfer, mortgage, encumber or pledge all or any portion of its interest obligation under this Lease, including Lessee’s obligation to pay Rent or any other sum hereunder. Any purported assignment, mortgage, transfer subletting or pledge requiring, but made without, license contrary to the prior written provisions hereof without consent of Landlord, and where applicable, Landlord’s lender, shall be absolutely null and void. No assignment of this Lease (including one permitted pursuant to Section 8.3 below) shall be effective and valid unless and until the assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord (and, if applicable, its lender) in order to evidence assignee’s assumption of all obligations of Tenant hereunder. Any The consent by Landlord (and, if applicable, its lender) to a particular assignment, mortgage, transfer or pledge shall not constitute consent or approval of any subsequent assignment, mortgage, transfer or pledge. No consent by Landlord (and, if applicable, its lender) the Port to any assignment or subleasesubletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment or subletting. 13.1.5 Lessee shall reimburse the Port in the sum of Five Hundred Dollars ($500.00) plus any reasonable professionals’ fees and expenses incurred by the Port in connection with any request by Lessee for consent to an assignment, whether pursuant to this Section 8.1 subletting or Section 8.3, shall be deemed to release either or both of (A) Tenant from its obligations hereunder and (B) Guarantor from its obligations under its Guaranty, as defined below; and (x) Tenant shall remain fully liable for performance and satisfaction of all obligations and liabilities under this Lease; and (y) except as otherwise expressly provided in Section 2.5.4.5 above, Guarantor shall remain fully liable for performance and satisfaction of all obligations and liabilities under the Guarantylicense.

Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon (a) Tenant’s reputation and creditworthiness, (b) the Guarantor’s execution and delivery of the Guaranty (defined in Section 20.2); and (c) upon the continued operation of the Premises by Tenant for the particular use set forth in Section 1.7 above; therefore, except as expressly permitted below in this Section 8, Tenant shall not, whether voluntarily, or by operation of law, assign or otherwise transfernot assign, mortgage, pledge or otherwise transfer or encumber this Lease, in whole or pledge in part, nor sublet, license, assign, or permit occupancy by any party other than Tenant of all or any portion part of its interest under this Lease. Any purported assignmentthe Premises, mortgage, transfer or pledge requiring, but made without, without the prior written consent of Landlord, which may not be unreasonably withheld. Tenant shall at the time Tenant requests the consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and where applicablestanding of such proposed assignee or subtenant and Landlord shall have not less than twenty (20) business days after receipt of all required information to elect one of the following: (a) consent to such proposed assignment, encumbrance or sublease, or (b) refuse such consent. In addition, as a condition to Landlord’s lenderconsent to any assignment, sublease or encumbrance of this Lease shall be absolutely null the delivery to Landlord of a true copy of the fully executed instrument of assignment, transfer or encumbrance and voidan agreement executed by the assignee, sublessee or other transferee in form and substance satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee assumes and agrees to be bound by the terms and provisions of this Lease and perform all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No assignment or subletting by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease (Lease, including one permitted pursuant Tenant’s obligation to Section 8.3 below) shall be effective pay Base Rent and valid unless and until the assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord (and, if applicable, its lender) in order to evidence assignee’s assumption of all obligations of Tenant Additional Rent hereunder. Any purported assignment or subletting contrary to the provisions hereof without consent shall be void. The consent by Landlord (and, if applicable, its lender) to a particular assignment, mortgage, transfer or pledge shall not constitute consent or approval of any subsequent assignment, mortgage, transfer or pledge. No consent by Landlord (and, if applicable, its lender) to any assignment or subleasesubletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment of subletting. Tenant’s sole remedy for Landlord’s refusal to consent to a proposed assignee or sublessee of Tenant will be an action or proceeding for specific performance, whether pursuant to this Section 8.1 injunction or Section 8.3, shall be deemed to release either or both of (A) Tenant from its obligations hereunder and (B) Guarantor from its obligations under its Guaranty, as defined below; and (x) declaratory relief. Tenant shall remain fully liable for performance pay Landlord’s reasonable processing costs and satisfaction of all obligations and liabilities under this Lease; and (y) except as otherwise expressly provided attorneys’ fees incurred in Section 2.5.4.5 above, Guarantor shall remain fully liable for performance and satisfaction of all obligations and liabilities under the Guarantyreviewing any proposed assignment or sublease.

Prohibition. Tenant acknowledges that shall not, directly or indirectly, without the prior written consent of Landlord (which consent may be given or withheld in Landlord’s sole and absolute discretion), assign this Lease and or any interest herein or sublease the Rent due under this Lease have been agreed to by Landlord in reliance upon (a) Tenant’s reputation and creditworthinessPremises or any part thereof, (b) or permit the Guarantor’s execution and delivery of the Guaranty (defined in Section 20.2); and (c) upon the continued operation use or occupancy of the Premises by Tenant for the particular use set forth in Section 1.7 above; therefore, except as expressly permitted below in this Section 8any person or entity other than Tenant, Tenant shall not, whether voluntarilydirectly or indirectly, or by operation of law, assign or otherwise transfer, mortgage, encumber or pledge all or any portion of its interest under this Lease. Any purported assignment, mortgage, transfer or pledge requiring, but made without, without the prior written consent of Landlord, and where applicable, Landlord (which consent may be given or withheld in Landlord’s lendersole and absolute discretion), shall be absolutely null and void. No assignment of pledge, mortgage or hypothecate this Lease or any interest herein. This Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant involuntarily or by operation of law without the prior written consent of Landlord (including one permitted pursuant which consent may be given or withheld in Landlord’s sole and absolute discretion), provided that if ▇▇▇▇▇▇▇▇’s consent is unreasonably withheld, Tenant shall have the right to Section 8.3 below) shall be effective and valid unless and until the assignee executes and delivers terminate this Lease by delivering written notice to Landlord within ten (10) days after the date Landlord withholds its consent. ▇▇▇▇▇▇▇▇’s consent to any and all documentation reasonably required by Landlord (and, if applicable, its lender) in order to evidence assignee’s assumption of all obligations of Tenant hereunder. Any consent by Landlord (and, if applicable, its lender) to a particular assignment, mortgage, transfer proposed assignment or pledge subletting shall not constitute consent be unreasonably delayed and if not given or approval of any subsequent assignment, mortgage, transfer or pledge. No consent by Landlord withheld within thirty (and, if applicable, its lender30) to any assignment or sublease, whether pursuant to this Section 8.1 or Section 8.3days following ▇▇▇▇▇▇’s request for consent, shall be deemed withheld. Any of the foregoing acts without such prior written consent of Landlord shall be void and shall, at the option of Landlord, constitute a default that entitles Landlord to release either terminate this Lease. Tenant agrees that the instrument by which any assignment or both sublease to which Landlord consents is accomplished shall expressly provide that the assignee or subtenant will perform all of the covenants to be performed by Tenant under this Lease (Ain the case of a sublease, only insofar as such covenants relate to the portion of the Premises subject to such sublease) Tenant from its obligations hereunder as and (B) Guarantor from its obligations under its Guaranty, as defined below; when performance is due after the effective date of the assignment or sublease and (x) that Landlord will have the right to enforce such covenants directly against such assignee or subtenant. Any purported assignment or sublease without an instrument containing the foregoing provisions shall be void. Tenant shall in all cases remain fully liable for the performance and satisfaction by any assignee or subtenant of all obligations such covenants. Notwithstanding the foregoing, Tenant may, subject to Landlord’s limited consent rights set forth below and liabilities without any participation by Landlord in assignment and subletting proceeds, sublet the Premises or assign the Lease to any of the following entities (each, a “Permitted Transferee”): (i) a subsidiary, affiliate, division or corporation controlling, controlled by or under common control with Tenant; (ii) a successor corporation related to Tenant by merger, consolidation, nonbankruptcy reorganization, or government action; or (iii) a purchaser of substantially all of Tenant’s assets located in the Premises. If Tenant desires to sublet the Premises or assign the Lease to a Permitted Transferee, Tenant shall deliver written notice to Landlord and describe in reasonable detail the proposed use of the Premises by the Permitted Transferee and discuss whether or not the Permitted Transferee will continue (or expand) the collaborative and programmatic relationships between Landlord and Tenant in support of Landlord’s missions. ▇▇▇▇▇▇▇▇ agrees not to unreasonably withhold its consent to a sublease or assignment to a Permitted Transferee; provided, however, ▇▇▇▇▇▇ agrees that it shall be reasonable for Landlord to withhold consent if Landlord reasonably determines that the Permitted Transferee will not continue and maintain such collaborative and programmatic relationships. ▇▇▇▇▇▇▇▇’s consent to a sublease or assignment to a Permitted Transferee shall be deemed given unless Landlord delivers to Tenant written notice withholding its consent within thirty (30) days after receiving Tenant’s written request. For the purpose of this Lease; and (y) except as otherwise expressly provided in Section 2.5.4.5 above, Guarantor sale of Tenant’s capital stock through any public exchange shall remain fully liable for performance and satisfaction not be deemed an assignment, subletting, or any other transfer of all obligations and liabilities under the Guaranty.Lease or the Premises. BE 543 154 EUL Final 120511 SAA2 – 402658

Prohibition. Tenant acknowledges that shall not assign, mortgage, hypothecate, encumber, grant any license or concession, pledge or otherwise transfer this Lease and the Rent due under this Lease have been agreed to by Landlord (collectively, "assignment"), in reliance upon (a) Tenant’s reputation and creditworthiness, (b) the Guarantor’s execution and delivery of the Guaranty (defined whole or in Section 20.2); and (c) upon the continued operation of the Premises by Tenant for the particular use set forth in Section 1.7 above; therefore, except as expressly permitted below in this Section 8, Tenant shall notpart, whether voluntarily, voluntarily or involuntarily or by operation of law, assign nor sublet or otherwise transfer, mortgage, encumber or pledge permit occupancy by any person other than Tenant of all or any portion of its interest under this Lease. Any purported assignment, mortgage, transfer or pledge requiring, but made without, the Premises without first obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld. Tenant hereby agrees that Landlord may withhold its consent to any proposed sublease or assignment if the proposed sublessee or assignee or its business is subject to compliance with additional requirements of the ADA (defined below) and/or Environmental Laws (defined below) beyond those requirements which are applicable to Tenant, unless the proposed sublessee or assignee shall (a) first deliver plans and specifications for complying with such additional requirements and obtain Landlord's written consent thereto, and (b) comply with all Landlord's conditions for or contained in such consent, including without limitation, requirements for security to assure the lien-free completion of such improvements. If Tenant seeks to sublet or assign all or any portion of the Premises, Tenant shall deliver to Landlord at least thirty (30) days prior to the proposed commencement of the sublease or assignment (the "Proposed Effective Date") the following: (i) the name of the proposed assignee or sublessee; (ii) such information as to such assignee's or sublessee's financial responsibility and standing as Landlord may reasonably require; and (iii) the aforementioned plans and specifications, if any. Within ten (10) days after Landlord's receipt of a written request from Tenant that Tenant seeks to sublet or assign all or any portion of the Premises, Landlord shall deliver to Tenant a copy of Landlord's standard form of sublease or assignment agreement (as applicable), which instrument shall be utilized for each proposed sublease or assignment (as applicable), and such instrument shall include a provision whereby the assignee or sublessee assumes all of Tenant's obligations hereunder and agrees to be bound by the terms hereof. As Additional Rent hereunder, Tenant shall pay to Landlord a fee in the amount of five hundred dollars ($500) plus Tenant shall reimburse Landlord for actual legal and other expenses incurred by Landlord in connection with any actual or proposed assignment or subletting. In the event the sublease or assignment (1) by itself or taken together with prior sublease(s) or partial assignment(s) covers or totals, as the case may be, more than twenty-five percent (25%) of the rentable square feet of the Premises or (2) is for a term which by itself or taken together with prior or other subleases or partial assignments is greater than fifty percent (50%) of the period remaining in the Term of this Lease as of the time of the Proposed Effective Date, then Landlord shall have the right, to be exercised by giving written notice to Tenant, to recapture the space described in the sublease or assignment. If such recapture notice is given, it shall serve to terminate this Lease with respect to the proposed sublease or assignment space, or, if the proposed sublease or assignment space covers all the Premises, it shall serve to terminate the entire term of this Lease in either case, as of the Proposed Effective Date. However, no termination of this Lease with respect to part or all of the Premises shall become effective without the prior written consent, where applicablenecessary, Landlord’s lenderof the holder of each deed of trust encumbering the Premises or any part thereof. If this Lease is terminated pursuant to the foregoing with respect to less than the entire Premises, the Rent shall be adjusted on the basis of the proportion of square feet retained by Tenant to the square feet originally demised and this Lease as so amended shall continue thereafter in full force and effect. Each permitted assignee or sublessee shall assume and be deemed to assume this Lease and shall be and remain liable jointly and severally with Tenant for payment of Rent and for the due performance of, and compliance with all the terms, covenants, conditions and agreements herein contained on Tenant's part to be performed or complied with, for the term of this Lease. No assignment or subletting shall affect the continuing primary liability of Tenant (which, following assignment, shall be absolutely null joint and void. No assignment several with the assignee), and Tenant shall not be released from performing any of the terms, covenants and conditions of this Lease (including one Lease. Tenant hereby acknowledges and agrees that it understands that Landlord's accounting department may process and accept Rent payments without verifying that such payments are being made by Tenant, a permitted pursuant to Section 8.3 below) shall sublessee or a permitted assignee in accordance with the provisions of this Lease. Although such payments may be effective processed and valid unless and until the assignee executes and delivers to Landlord accepted by such accounting department personnel, any and all documentation reasonably required actions or omissions by the personnel of Landlord's accounting department shall not be considered as acceptance by Landlord (andof any proposed assignee or sublessee nor shall such actions or omissions be deemed to be a substitute for the requirement that Tenant obtain Landlord's prior written consent to any such subletting or assignment, if applicableand any such actions or omissions by the personnel of Landlord's accounting department shall not be considered as a voluntary relinquishment by Landlord of any of its rights hereunder nor shall any voluntary relinquishment of such rights be inferred therefrom. For purposes hereof, its lender) in order to evidence assignee’s assumption of all obligations the event Tenant is a corporation, partnership, joint venture, trust or other entity other than a natural person, any change in the direct or indirect ownership of Tenant hereunder. Any consent by Landlord (and, if applicable, its lender) to a particular assignment, mortgage, transfer or pledge shall not constitute consent or approval of any subsequent assignment, mortgage, transfer or pledge. No consent by Landlord (and, if applicable, its lender) to any assignment or sublease, whether pursuant to this Section 8.1 one or Section 8.3, more transfers) which results in a change of more than fifty percent (50%) in the direct or indirect ownership of Tenant shall be deemed to release either or both be an assignment within the meaning of (A) this Section 15 and shall be subject to all the provisions hereof. Any and all options, first rights of refusal, tenant improvement allowances and other similar rights granted to Tenant from its obligations hereunder and (B) Guarantor from its obligations under its Guaranty, as defined below; and (x) Tenant shall remain fully liable for performance and satisfaction of all obligations and liabilities under in this Lease; and (y) except as otherwise , if any, shall not be assignable by Tenant unless expressly provided authorized in Section 2.5.4.5 above, Guarantor shall remain fully liable for performance and satisfaction of all obligations and liabilities under the Guarantywriting by Landlord.

Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon (a) Tenant’s reputation and creditworthiness, (b) the Guarantor’s execution and delivery of the Guaranty (defined in Section 20.2); and (c) upon the continued operation of the Premises by Tenant for the particular use set forth in Section 1.7 above; therefore, except as expressly permitted below in this Section 8, Tenant shall not, whether voluntarily, or by operation of law, assign or otherwise transfer, mortgage, encumber or pledge all or any portion of its interest under this Lease. Any purported assignment, mortgage, transfer or pledge requiring, but made without, Without the prior written consent of Landlord, which may be withheld or conditioned in its sole and where applicableabsolute discretion, Landlord’s lenderTenant shall not suffer or permit any Transfer (including, shall be absolutely null and void. No assignment without limitation, a Transfer of this Lease (including one or any interest herein) other than a Transfer that is expressly permitted pursuant to Section 8.3 belowthe terms of this Lease. Any such purported Transfer without Landlord’s prior written consent (each an “Unapproved Transfer”) shall be effective void and valid unless shall, at Landlord’s sole option, constitute an Event of Default giving rise to Landlord’s right, among other things, to terminate this Lease. If Landlord elects to waive its right to terminate this Lease as a result of any such Unapproved Transfer, this Lease shall continue in full force and until effect; provided, however, that as of the assignee executes and delivers date of such Unapproved Transfer, the Base Rent shall be increased by five percent (5%). Notwithstanding the foregoing, subject to a subordination agreement in form reasonably acceptable to Landlord, Landlord hereby consents to each Tenant entering into a written management agreement with Diversicare Management Services, Co., an Affiliate of Tenant (“Manager”), in form presented to Landlord prior to the Commencement Date, to provide management services to such Tenant with respect to each Facility (the “Management Agreement”). The approval by Landlord of the Management Agreement in the form existing prior to the Commencement Date shall not relieve Tenant’s compliance with the terms and provisions of this Lease nor shall said approval be considered a waiver of Tenant’s obligation to obtain Landlord's prior written consent to any and all documentation reasonably amendment, modification or termination of the Management Agreement or any further management arrangements for the Premises as required by Landlord (and, if applicable, its lender) in order to evidence assignee’s assumption of all obligations of Tenant hereunder. Any consent by Landlord (and, if applicable, its lender) to a particular assignment, mortgage, transfer or pledge shall not constitute consent or approval of any subsequent assignment, mortgage, transfer or pledge. No consent by Landlord (and, if applicable, its lender) to any assignment or sublease, whether pursuant to this Section 8.1 or Section 8.3, shall be deemed to release either or both of (A) Tenant from its obligations hereunder and (B) Guarantor from its obligations under its Guaranty, as defined below; and (x) Tenant shall remain fully liable for performance and satisfaction of all obligations and liabilities under this Lease; and (y) except as otherwise expressly provided in Section 2.5.4.5 above, Guarantor shall remain fully liable for performance and satisfaction of all obligations and liabilities under the GuarantyArticle XVII.

Prohibition. Tenant acknowledges that shall not assign, mortgage, pledge or otherwise transfer or encumber this Lease and the Rent due under this Lease have been agreed to Lease, in whole or in part, nor sublet, license, assign, or permit occupancy by Landlord in reliance upon (a) Tenant’s reputation and creditworthiness, (b) the Guarantor’s execution and delivery any third party other than Tenant of the Guaranty (defined in Section 20.2); and (c) upon the continued operation all or any part of the Premises by Tenant for the particular use set forth in Section 1.7 above; therefore(collectively, except as expressly permitted below in this Section 8a “Transfer”), Tenant shall not, whether voluntarily, or by operation of law, assign or otherwise transfer, mortgage, encumber or pledge all or any portion of its interest under this Lease. Any purported assignment, mortgage, transfer or pledge requiring, but made without, without the prior written consent of Landlord, which shall not be unreasonably withheld. Tenant shall, at the time Tenant requests the consent of Landlord, deliver to Landlord such information in writing as Landlord may reasonably require respecting the proposed assignee or subtenant including, without limitation, the name, address, nature of business, ownership, financial responsibility and where applicablestanding of such proposed assignee or subtenant and Landlord shall have not less than ten (10) business days after receipt of all required information to elect one of the following: (a) consent to such proposed Transfer, Landlordor (b) refuse such consent with specified justification to outline good faith basis for not withholding consent unreasonably. In addition, as a condition to ▇▇▇▇▇▇▇▇’s lender, shall be absolutely null and void. No assignment consent to any Transfer of this Lease (including one permitted pursuant to Section 8.3 below) shall be effective the delivery to Landlord of a true copy of the fully executed instrument of Transfer and valid unless an agreement executed by the assignee, sublessee or other transferee in form and until substance reasonably satisfactory to Landlord and expressly enforceable by Landlord, whereby the assignee executes assumes and delivers agrees to Landlord any be bound by the terms and provisions of this Lease and perform all documentation reasonably required by Landlord (and, if applicable, its lender) in order to evidence assignee’s assumption of all the obligations of Tenant hereunder with respect to the assigned or subleased portion of the Premises. No Transfer by Tenant shall relieve Tenant or Guarantor of any obligation under this Lease, including Tenant’s obligation to pay Base Rent and Additional Rent hereunder. Any purported Transfer contrary to the provisions hereof without consent shall be void and an Event of Default by Tenant. The consent by Landlord (and, if applicable, its lender) to a particular assignment, mortgage, transfer or pledge any Transfer shall not constitute a waiver of the necessity for such consent or approval of to any subsequent assignment, mortgage, transfer or pledgeTransfer. No consent by Landlord (and, if applicable, its lender) ‘The restrictions in this Section 15.1 shall not apply to any assignment or subleasetransfer of this Lease to a related or affiliated entity of Tenant, whether pursuant to this Section 8.1 so long as that related or Section 8.3affiliated entity of Tenant is under majority ownership and control of Tenant, shall be deemed to release either or both of (A) Tenant from its obligations hereunder and (B) Guarantor from its obligations under its Guaranty, as defined below; and (x) for which Tenant shall remain fully liable for performance and satisfaction of all obligations and liabilities under this Lease; and (y) except as otherwise expressly provided in Section 2.5.4.5 above, Guarantor shall remain fully liable for performance and satisfaction of all obligations and liabilities under provide written notice to Landlord upon the Guarantyassignment or transfer.

Prohibition. Tenant acknowledges that this Lease Without Landlord’s prior written consent, which shall not be unreasonably withheld, subject to and on the Rent due under this Lease have been agreed to by Landlord in reliance upon (a) Tenant’s reputation and creditworthiness, (b) the Guarantor’s execution and delivery of the Guaranty (defined in Section 20.2); and (c) upon the continued operation of the Premises by Tenant for the particular use set forth in Section 1.7 above; therefore, except as expressly permitted below conditions described in this Section 822, Tenant shall not, whether voluntarilydirectly or indirectly, voluntarily or by operation of law, assign this Lease or otherwise transfer, sublease the Premises or any part thereof or mortgage, encumber pledge, or pledge all hypothecate its leasehold interest or grant any portion concession or license within the Premises, and any attempt to do any of its interest under the foregoing shall be void and of no effect. If Tenant is a corporation, partnership or limited liability company, the shares or other ownership interests thereof which are not actively traded upon a stock exchange or in the over-the-counter market, a transfer or series of transfers whereby 50% or more of the issued and outstanding shares or other ownership interests of such corporation are, or voting control is, transferred (but excepting transfers upon deaths of individual owners) from a person or persons or entity or entities which were owners thereof at time of execution of this Lease to persons or entities who were not owners of shares or other ownership interests of the corporation, partnership or limited liability company at time of execution of this Lease. Any purported assignment, mortgage, transfer or pledge requiring, but made without, the prior written consent of Landlord, and where applicable, Landlord’s lender, shall be absolutely null and void. No deemed an assignment of this Lease requiring the consent of Landlord as provided in this Section 22. Notwithstanding the foregoing, Tenant shall have the right to (x) obtain financing from institutional or individual investors (including one permitted pursuant to Section 8.3 belowventure capital funding and corporate partners) shall be effective and valid unless and until the assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord which regularly invest in private biotechnology companies, (andy) undergo a public offering, or (z) if applicableTenant is a public company, its lender) in order to evidence assignee’s assumption of all obligations transfer shares of Tenant hereunder. Any consent by Landlord (andeffected through any recognized exchange or through the “over the counter” market, if applicable, its lender) to any of which results in a particular assignment, mortgage, transfer or pledge shall not constitute consent or approval change in control of any subsequent assignment, mortgage, transfer or pledge. No consent by Landlord (and, if applicable, its lender) to any Tenant without such change of control constituting an assignment or sublease, whether pursuant to under this Section 8.1 or Section 8.322 requiring Landlord consent, provided that (i)Tenant notifies Landlord in writing of the financing at least 10 business days prior to the closing of the financing, and (ii) provided that in no event shall such financing result in a change in use of the Premises from the use contemplated by Tenant at the commencement of the Term. The reasons for Landlord’s reasonable withholding of consent shall include but not be deemed to release either or both of limited to: (A) Tenant from its obligations hereunder and the business or financial reputation of the proposed assignee or sublessee, or the business or financial reputation of any of the respective principals or officers thereof, is objectionable in Landlord’s judgment, (B) Guarantor from its obligations under its Guarantythe proposed assignee or sublessee is engaged in areas of scientific research or other business concerns that are controversial such that in Landlord’s reasonable judgment they may (i) attract or cause negative publicity for or about the Building or the Project, (ii) negatively affect the reputation of the Building, the Project or Landlord, (iii) attract protestors to the Building or the Project, or (iv) lessen the attractiveness of the Building or the Project to any prospective purchasers or lenders, (C) the proposed use of the Premises by the proposed assignee or sublessee will violate any applicable Legal Requirement, (D) the proposed assignee or sublessee is at that time an occupant of the Project or negotiating with Landlord or an affiliate thereof for the lease of other space in the Project, (E) if the proposed transaction is not a sublease, the proposed assignee does not have a net worth, as defined below; and of the date of the Transfer, at least equal to the greater of (x) the net worth of Tenant shall remain fully liable for performance and satisfaction as of all obligations and liabilities under this the date of the Lease; , and (y) except as the net worth of Tenant immediately prior to the Transfer Date, or otherwise expressly provided in Section 2.5.4.5 above, Guarantor shall remain fully liable for performance and satisfaction of all lacks the creditworthiness to support the financial obligations and liabilities it would incur under the Guarantyproposed assignment in Landlord’s reasonable judgment, (F) if the proposed transaction is a sublease, the proposed sublessee does not have a creditworthiness, as of the date of transfer, sufficient to support the financial obligations it would incur under the proposed sublease in Landlord’s judgment, (G) the proposed assignee or sublessee is a governmental agency, (H) in Landlord’s judgment the use of the Premises by the proposed assignee or sublessee would entail any alterations that would lessen the value of the leasehold improvements in the Premises, or would require increased services by Landlord, (I) Landlord has experienced previous defaults by or is in litigation with the proposed assignee or sublessee, (J) the proposed assignment or sublease will create a vacancy elsewhere in the Project, or (K) the assignment or sublease is prohibited by the Holder of a Mortgage on the Premises or Project.

Prohibition. Tenant acknowledges that (i) Save as set out in the other provisions of this Lease and Clause, the Rent due under this Lease have been agreed to by Landlord in reliance upon (a) Tenant’s reputation and creditworthiness, (b) the Guarantor’s execution and delivery rights of the Guaranty (defined in Section 20.2); parties shall be deemed to be personal rights and (c) upon shall not be assignable. No attempted assignment shall relieve the continued operation assignor of any of his/its obligations without the Premises by Tenant for the particular use set forth in Section 1.7 above; therefore, except as expressly permitted below in this Section 8, Tenant shall not, whether voluntarily, or by operation of law, assign or otherwise transfer, mortgage, encumber or pledge all or any portion of its interest under this Lease. Any purported assignment, mortgage, transfer or pledge requiring, but made without, the prior written consent of Landlord, and where applicable, Landlord’s lender, the other parties hereto. (ii) The Purchaser shall be absolutely null and voidentitled to assign its rights under this Agreement to any company that is as of the date hereof a member of the Purchaser’s Group (each a “Permitted Assignee”) provided that the Purchaser shall procure that any such company to whom it assigns any of its rights under this Agreement shall assign such rights back to the Purchaser immediately prior to its ceasing to be a member of the Purchaser’s Group. No Any assignment of this Lease (including one permitted made pursuant to Section 8.3 belowthis Clause 6.2(a)(ii) shall be effective and valid subject to the following terms: A. no such assignment shall relieve the Purchaser of any of its obligations under this Agreement; and B. any such assignment is made on terms that the Permitted Assignee acknowledges that the Vendors/the Vendors’ Representative may continue to deal exclusively with the Purchaser in respect of all matters relating to this Agreement at all times unless and until the assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord Permitted Assignee notifies the Vendors’ Representative in writing that it is exercising its rights as a Permitted Assignee. (and, if applicable, its lenderiii) in order to evidence assignee’s assumption of all obligations of Tenant hereunder. Any consent by Landlord (and, if applicable, its lender) to a particular assignment, mortgage, transfer or pledge shall not constitute consent or approval The Vendors agree that the benefit of any subsequent assignmentprovision of this Agreement, mortgage, transfer and the Tax Covenant may be enforced by any bank or pledge. No consent financial institution who has taken any security for the purposes of financing the acquisition by Landlord (and, if applicable, its lender) to any assignment or sublease, whether the Purchaser of the Shares pursuant to this Section 8.1 Agreement provided that: I. the identity of such bank or Section 8.3, financial institution has previously been notified to and is reasonably acceptable to the Vendors’ Representative; II. the liability of the Vendors to such bank or financial institution shall in any event be deemed no greater than the liability of the Vendors to release either the Purchaser under the terms of this Agreement had such security not been granted; III. any such security shall not affect or both diminish the rights of (A) Tenant from its the Vendors or the obligations hereunder and (B) Guarantor from its obligations under its Guaranty, as defined below; and (x) Tenant shall remain fully liable for performance and satisfaction of all obligations and liabilities the Purchaser under this LeaseAgreement; and and IV. nothing herein shall entitle any liquidator or receiver or examiner (yor other person appointed to enforce such security) except as otherwise expressly provided in Section 2.5.4.5 above, Guarantor shall remain fully liable for performance and satisfaction to enter into any other assignment or transfer of all obligations and liabilities under any of the Guarantyrights assigned hereunder to the aforesaid bank or financial institution.

Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon (a) Tenant’s reputation and creditworthiness, (b) the Guarantor’s execution creditworthiness and delivery of the Guaranty (defined in Section 20.2); and (c) upon the continued operation of the Premises by Tenant for the particular use set forth described in Section 1.7 4.1 above; therefore, except as expressly permitted below in this Section 8, Tenant shall not, whether voluntarily, or by operation of law, or otherwise: (a) assign or otherwise transfertransfer this Lease; (b) sublet the Premises or any part thereof, or allow the same to be used or occupied by anyone other than Tenant; or (c) mortgage, encumber pledge, encumber, or pledge all otherwise hypothecate this Lease or the Premises, or any portion of its interest under this Lease. Any purported assignmentpart thereof, mortgagein any manner whatsoever, transfer or pledge requiring, but made without, without in each instance obtaining the prior written consent of Landlord, and where applicable, which consent may be given or withheld in Landlord’s lendersole, but reasonable, discretion. Except as otherwise specified herein, any purported assignment, mortgage, transfer, pledge or sublease made without the prior written consent of Landlord shall be absolutely null and void. No assignment of this Lease (including one permitted pursuant to Section 8.3 below) shall be effective and valid unless and until the assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord (and, if applicable, its lender) in order to evidence assignee’s assumption of all obligations of Tenant hereunder. Any consent by Landlord (and, if applicable, its lender) to a particular assignment, mortgage, transfer sublease or pledge mortgage shall not constitute consent or approval of any subsequent assignment, sublease or mortgage, transfer or pledgeand Landlord’s written approval shall be required in all such instances. No consent by Landlord (and, if applicable, its lender) to any assignment or sublease, whether pursuant to this Section 8.1 or Section 8.3, sublease shall be deemed to release either or both of (A) Tenant from its obligations hereunder and (B) Guarantor from its obligations under its Guaranty, as defined below; and (x) Tenant shall remain fully liable for performance and satisfaction of all obligations and liabilities under this Lease; and (y) except as otherwise expressly provided in Section 2.5.4.5 above, Guarantor shall remain fully liable for performance and satisfaction of all obligations and liabilities under the Guaranty.

Prohibition. Tenant acknowledges covenants and agrees that neither this Lease nor ------------ the term and the Rent due under this Lease have been agreed to by Landlord in reliance upon estate hereby granted, nor any interest herein or therein, will be assigned (a) Tenant’s reputation and creditworthinessincluding, (b) the Guarantor’s execution and delivery of the Guaranty (defined in Section 20.2); and (c) upon the continued operation of the Premises by Tenant for the particular use set forth in Section 1.7 above; thereforewithout limitation, except as expressly permitted below in this Section 8, Tenant shall not, whether voluntarily, or by operation of law), assign mortgaged, pledged, encumbered or otherwise transfertransferred, mortgageand that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, encumber or pledge all used or occupied or permitted to be used or occupied by anyone other than Tenant or for any portion use or purpose except as may be permitted by (S)7.1, or be sublet (which term, without limitation, shall include granting of its interest under this Lease. Any purported assignmentconcessions, mortgagelicenses and the like) in whole or in part, transfer or pledge requiring, but made without, in each instance, Tenant having first received the prior express written consent of Landlord. Landlord agrees that it will not withhold or delay consent to subletting by a third party if, in Landlord's reasonable discretion, Landlord is reasonably satisfied that (i) the identity of such third party is of a type and character suitable for a suburban warehouse/office building, and where applicable(ii) the type of business that such third party proposes to operate in the Premises is permitted under applicable zoning regulations. If this Lease be assigned, Landlord’s lenderor if the Premises or any part thereof be sublet or occupied by anyone other than Tenant, Landlord may collect rent and other charges from the assignee, subtenant or occupant, and apply the net amount collected to the Fixed Rent and other charges herein reserved, but no such assignment, subletting, occupancy or collection shall be absolutely null and void. No assignment deemed a waiver of this Lease (including one permitted pursuant to Section 8.3 below) shall be effective and valid unless and until covenant, the assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord (andacceptance of the assignee, if applicable, its lender) in order to evidence assignee’s assumption of all obligations subtenant or occupant as a tenant or a release of Tenant from the further performance by Tenant of its obligations hereunder. Any The consent by Landlord to an assignment or subletting shall in no way be construed to relieve Tenant or any successor from obtaining the express consent in writing of Landlord to any further assignment or subletting. Notwithstanding anything to the contrary in the foregoing, no consent of Landlord shall be required for (andi) any sublease or occupancy agreement with an entity controlled by, if applicable, its lenderunder common control with or controlling Tenant; (ii) a pledge or assignment of Tenant's interest in this Lease pursuant to a particular assignment, leasehold mortgage, transfer ; or pledge shall not constitute consent or approval (iii) an assignment of any subsequent assignment, mortgage, transfer or pledge. No consent by Landlord (and, if applicable, its lender) the Lease to any assignment successor of Tenant by merger, consolidation or sublease, whether pursuant to this Section 8.1 acquisition of all or Section 8.3, shall be deemed to release either substantially all the stock or both assets of Tenant; provided that (A) Tenant from its obligations hereunder and shall deliver to Landlord at least 30 days' advance notice of any such sublease or occupancy agreement or such leasehold mortgage; (B) Guarantor from its obligations under its GuarantyTenant shall provide Landlord with complete copies of any leasehold mortgage promptly after the execution of any such mortgage; (C) in the case of a merger, as defined belowconsolidation or sale, the net worth of Tenant's successor (determined in accordance with generally accepted accounting principles) immediately after such merger, consolidation or sale is equal to or greater than $60,000,000; and (xD) Tenant shall remain liable for the performance of Tenant's obligations hereunder during the balance of the Term. In any case where Landlord shall consent to such assignment, subletting or use, Tenant shall remain fully liable for performance and satisfaction of all Tenant's obligations and liabilities under this Lease; , including, without limitation, the obligation to pay the rent and (y) except as otherwise expressly other amounts provided under this Lease. At Landlord's election, it shall be a condition of the validity of any such assignment, that, upon Landlord's request, the assignee shall agree directly with Landlord, in Section 2.5.4.5 aboveform reasonably satisfactory to Landlord, Guarantor shall remain fully liable for performance to be bound by all the obligations of Tenant, including, without limitation, the obligation to pay rent and satisfaction of all obligations other amounts provided under this Lease and liabilities under the Guarantycovenant against further assignment, subletting and use.

Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon (a) Except as expressly provided in Paragraph 10.2, Tenant shall not do any of the following without the prior consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed: (i) assign, transfer, mortgage, encumber, pledge or hypothecate this Lease or Tenant’s reputation and creditworthinessinterest in this Lease, in whole or in part, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise; (bii) sublease the Guarantor’s execution and delivery Premises or any part of the Guaranty Premises; or (defined in Section 20.2); iii) permit the use and (c) upon occupancy of the continued operation Premises or any part of the Premises by Tenant any persons other than (A) employees of Tenant, (B) employees of Tenant’s affiliates, or (C) persons occupying a portion of the Premises for the particular use set forth in Section 1.7 above; thereforepurpose of transacting business with Tenant. Consent to any assignment or sublease shall not operate as a waiver of the necessity for consent to any subsequent assignment or sublease and the terms of such consent shall be binding on any person holding by, except as expressly permitted below in this Section 8through or under Tenant. At Landlord’s option, Tenant shall notany assignment or sublease without Landlord’s prior consent, whether voluntarily, or when such consent is required by operation the terms of law, assign or otherwise transfer, mortgage, encumber or pledge all or any portion of its interest under this Lease. Any purported assignment, mortgage, transfer or pledge requiring, but made without, the prior written consent of Landlord, and where applicable, Landlord’s lender, shall be absolutely null void ab initio (from the beginning). (b) Without limiting the other instances in which it may be reasonable for Landlord to withhold its consent, Landlord may withhold its consent under subparagraph (a) unless: (i) Tenant provides to Landlord (A) the name and void. No address of the proposed assignee or subtenant, (B) the terms and conditions of (including all consideration for) the proposed assignment or sublease, (C) any information reasonably required by Landlord with respect to the nature and character of the proposed assignee or subtenant and its business, business history, activities and intended use of the Premises, and (D) a copy of the proposed assignment or sublease; (ii) the nature, character and reputation of the proposed assignee or subtenant and its business, activities and intended use of the Premises are suitable to and in keeping with the standards of the Building, and in compliance with this Lease (including, without limitation, the Permitted Use) and Laws; (iii) the proposed assignee or subtenant (and any affiliate of such assignee or subtenant) is not then an occupant of the Building or of any other building within the Project or a person who actively dealt with Landlord or any affiliate of Landlord or any employee, agent or representative of Landlord or any affiliate of Landlord (directly or through a broker) with respect to space in the Building or of any other building within the Project during the three (3) months immediately preceding Tenant’s request for Landlord’s consent (with “actively dealt with” meaning, at least, written correspondence and negotiation for the lease of space within the Project, but excluding, without more, the mere delivery of advertising, leasing or property information relating to the Project); provided, however, that Landlord shall not unreasonably withhold, condition or delay its consent to an assignment of this Lease or a sublease of the Premises to a proposed assignee or subtenant under the foregoing portion of this subparagraph (including one permitted pursuant iii) if neither Landlord nor any affiliate of Landlord is willing and able to Section 8.3 belowaccommodate the space needs of such assignee or subtenant within the Project, and Tenant is able to do so by such assignment or sublease; (iv) shall the proposed assignee or subtenant is not a governmental entity or instrumentality thereof, unless otherwise approved by Landlord, which approval may be effective withheld by Landlord if Landlord reasonably determines that the use to be made of the Premises by such governmental entity would be undesirable (such as, for example purposes only, and valid unless without limiting the generality of the foregoing, use as a welfare or other social services office for indigent individuals, as a court to which handcuffed defendants may be brought, or as an office to which uniformed or armed individuals may come and until go); (v) the proposed assignment or sublease will not violate any enforceable exclusive use or similar clause in another lease in the Project or give a tenant in the Project a right to cancel its lease; (vi) neither Landlord nor its affiliates have experienced previous defaults by, and are not in litigation with, the proposed assignee executes and delivers to Landlord any and all documentation reasonably or subtenant or its affiliates; (A) the proposed assignee’s or subtenant’s anticipated use of the Premises does not involve the generation, storage, use, treatment or disposal of Hazardous Material; (B) the proposed assignee or subtenant has not been required by Landlord (andany other landlord, lender or governmental authority to take remedial action in connection with Hazardous Material contaminating a property if applicable, its lender) in order to evidence the contamination resulted from such assignee’s assumption or subtenant’s actions or use of all obligations the property in question; or (C) the proposed assignee or subtenant is not subject to an enforcement order issued by any governmental authority in connection with the use, disposal or storage of Tenant hereunder. Any consent a Hazardous Material; (viii) the use of the Premises by the proposed assignee or subtenant will not violate Law, and will not violate Paragraph 7 or any other provision of this Lease; (ix) the assignment or sublease is not prohibited by Landlord’s lender; (x) the proposed assignment or sublease will not result in a number of occupants on a floor that exceeds the design capacity of the Building systems; (xi) the proposed assignment or sublease will not trigger incremental ADA or other legal requirements in the Common Areas or by Landlord in the Premises, or result in a materially greater burden to the Common Areas or require increased services by Landlord; and (andxii) the proposed assignee or subtenant is not a controversial entity such as a terrorist organization, if applicableis not an entity traditionally thought or perceived to be sexist such as Playboy, its lenderHustler and Penthouse magazines and the like, and is not an organization traditionally perceived to be racist such as the Ku Klux Klan, American Nazi Party and the like. (c) If the rent to a particular assignment, mortgage, transfer or pledge shall not constitute consent or approval be charged by Tenant during the term of any subsequent assignment, mortgage, transfer or pledge. No consent by Landlord (and, if applicable, its lender) to any assignment or subleasesublease is less than the rent being quoted by Landlord at the time of such assignment or sublease for comparable space in the Building for a comparable term, whether pursuant to this Section 8.1 or Section 8.3calculated using a present-value analysis, Tenant shall not publicly advertise such rent and, further, shall be deemed require any such assignee or subtenant, in writing, to release either or both keep the amount of (A) Tenant from its obligations hereunder and (B) Guarantor from its obligations under its Guaranty, as defined below; and (x) Tenant shall remain fully liable for performance and satisfaction of all obligations and liabilities under this Lease; and (y) except as otherwise expressly provided in Section 2.5.4.5 above, Guarantor shall remain fully liable for performance and satisfaction of all obligations and liabilities under the Guarantysuch rent confidential.

Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon (a) Tenant’s reputation and creditworthiness, (b) the Guarantor’s execution and delivery of the Guaranty (defined in Section 20.2); and (c) upon the continued operation of the Premises by Tenant for the particular use set forth in Section 1.7 above; therefore, except as expressly permitted below in this Section 8, Tenant shall not, whether voluntarily, or by operation of law, assign or otherwise transfer, mortgage, encumber or pledge all or any portion of its interest under this Lease. Any purported assignment, mortgage, transfer or pledge requiring, but made without, the prior written consent of Landlord, and where applicable, Landlord’s lender, shall be absolutely null and void. No assignment of this Lease (including one permitted pursuant to Section 8.3 below) shall be effective and valid unless and until the assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord (and, if applicable, its lender) in order to evidence assignee’s assumption of all obligations of Tenant hereunder. Any consent by Landlord ▇▇▇▇▇▇▇▇ (and, if applicable, its lender) to a particular assignment, mortgage, transfer or pledge shall not constitute consent or approval of any subsequent assignment, mortgage, transfer or pledge. No consent by Landlord (and, if applicable, its lender) to any assignment or sublease, whether pursuant to this Section 8.1 or Section 8.3, shall be deemed to release either or both of (A) Tenant from its obligations hereunder and (B) Guarantor from its obligations under its Guaranty, as defined below; and (x) Tenant shall remain fully liable for performance and satisfaction of all obligations and liabilities under this Lease; and (y) except as otherwise expressly provided in Section 2.5.4.5 above, Guarantor shall remain fully liable for performance and satisfaction of all obligations and liabilities under the Guaranty.

Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon (a) Tenant’s 's reputation and creditworthiness, (b) the Guarantor’s execution creditworthiness and delivery of the Guaranty (defined in Section 20.2); and (c) upon the continued operation of the Premises by Tenant for the particular use set forth use. described in Section 1.7 SECTION 4 above; therefore, except as expressly permitted below in this Section 8, Tenant shall not, whether voluntarily, or by operation of law, or otherwise: (a) assign or otherwise transfertransfer this Lease; (b) sublet the Premises or any part thereof, or allow the same to be used or occupied by anyone other than Tenant; or (c) mortgage, encumber pledge, encumber, or pledge all otherwise hypothecate this Lease or the Premises, or any portion part thereof, in any manner whatsoever, without in each instance obtaining the prior written consent of its interest under this LeaseLandlord, which consent may be given or withheld in Landlord's sole, but reasonable, discretion. Any purported assignment, mortgage, transfer transfer, pledge or pledge requiring, but sublease made without, without the prior written consent of Landlord, and where applicable, Landlord’s lender, Landlord shall be absolutely null and void. No assignment of this Lease (including one permitted pursuant to Section 8.3 below) shall be effective and valid unless and until the assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord (and, if applicable, its lender) in order to evidence assignee’s 's assumption of all obligations of Tenant hereunder. Any consent by Landlord (and, if applicable, its lender) to a particular assignment, mortgage, transfer sublease or pledge mortgage shall not constitute consent or approval of any subsequent assignment, sublease or mortgage, transfer or pledgeand Landlord' s written approval shall be required in all such instances. No No. consent by Landlord (and, if applicable, its lender) to any assignment or sublease, whether pursuant to this Section 8.1 or Section 8.3, sublease shall be deemed to release either or both of (A) Tenant from its obligations hereunder and (B) Guarantor from its obligations under its Guaranty, as defined below; and (x) Tenant shall remain fully liable for performance and satisfaction of all obligations and liabilities under this Lease; and (y) except as otherwise expressly provided in Section 2.5.4.5 above, Guarantor shall remain fully liable for performance and satisfaction of all obligations and liabilities under the Guaranty.

Prohibition. Tenant acknowledges that this Lease and the Rent due Borrower shall not assign or attempt to assign Borrower’s rights under this Lease have been agreed to by Landlord in reliance upon (a) Tenant’s reputation and creditworthinessAgreement, (b) the Guarantor’s execution and delivery any of the Guaranty (defined in Section 20.2); other Loan Documents, the Environmental Indemnity Agreement, any Interest Rate Cap Agreement and (c) upon the continued operation any Collateral Assignment of the Premises by Tenant for the particular use set forth in Section 1.7 above; thereforeInterest Rate Cap Agreement, except as expressly permitted below in this Section 8, Tenant and any purported assignment shall not, whether voluntarily, or by operation of law, assign or otherwise transfer, mortgage, encumber or pledge all or any portion of its interest under this Leasebe void. Any purported assignment, mortgage, transfer or pledge requiring, but made without, Without the prior written consent of LandlordLender, which consent may be withheld in Lender’s sole discretion, Borrower shall not suffer or permit any Transfer, directly or indirectly, of the Security Property or any part thereof or any direct or indirect legal or beneficial interest in the Security Property or Borrower, other than as permitted in Section 4.20.2 or Section 4.20.5 below. If, at any time prior to the payment of the Indebtedness in full, there is any Transfer, directly or indirectly, of the Security Property or any part thereof or any direct or indirect legal or beneficial interest in the Security Property or Borrower (including any agreement to make or allow a Transfer, but excluding any Condemnation in accordance with Section 5.6 and where applicableSection 5.7 below) which is not permitted in Section 4.20.2 or Section 4.20.5 below, Landlordwithout Lender’s lenderprior written consent in any instance, which consent Lender may withhold in Lender’s sole discretion, then the same shall be absolutely null an Event of Default and voidLender shall, without limitation upon any other rights or remedies of Lender by reason of such Event of Default, have the right to declare the Outstanding Principal Balance immediately due and payable and to accelerate the entire Indebtedness and all other amounts owed by Borrower to Lender (provided, however, entering into an agreement to make or allow a Transfer shall not be an Event of Default if any such agreement to do any of the foregoing expressly provides the closing of the transaction contemplated thereby is conditioned upon obtaining all appropriate approvals from Lender, in Lender’s sole discretion, or payment in full of all amounts due under the Loan Documents and the Environmental Indemnity Agreement). No assignment Without derogating from the foregoing, Borrower agrees that Lender may condition Lender’s decision to grant or withhold consent to a Transfer which is not permitted in Section 4.20.2 or Section 4.20.5 below on such terms and conditions as Lender may require, including (a) no Default existing hereunder, under any of this Lease the Loan Documents or under the Environmental Indemnity 14961843v.6 Agreement, any Interest Rate Cap Agreement and any Collateral Assignment of Interest Rate Cap Agreement; (including one permitted pursuant b) that such transferee to Section 8.3 below) whom the Transfer shall be effective made is a Special Purpose Bankruptcy Remote Entity which is owned and valid unless controlled by a Qualified Real Estate Investor and until Lender’s consideration of the assignee executes creditworthiness, management ability, reputation and delivers integrity of the party to Landlord whom such Transfer is proposed to be made; (c) consideration of whether the security for repayment of the Indebtedness and the performance and discharge of the Obligations will be impaired by the proposed Transfer; (d) an increase in the rate of interest payable under the Note or any other change in the terms and all provisions of the Loan Documents or the Environmental Indemnity Agreement, the Interest Rate Cap Agreement and the Collateral Assignment of Interest Rate Cap Agreement including the provision of additional security; (e) payment to Lender of a transfer fee to cover the cost of analyzing and documenting the proposed Transfer; (f) payment of Lender’s reasonable attorneys’ fees and other costs and expenses charged by Lender’s outside counsel in connection with the proposed Transfer; (g) the assumption of payment of the Indebtedness and performance and discharge of the Obligations by the transferee to whom such Transfer will be made (with or without the release of Borrower); (h) the execution of documentation reasonably required by Landlord satisfactory in form and substance to Lender; and (andi) endorsements to the Title Policy (or, if applicable, its lenderissuance of a new title policy) insuring Lender’s interests in order to evidence assignee’s assumption of all obligations of Tenant hereunder. Any consent by Landlord (and, if applicable, its lender) to a particular assignment, mortgage, transfer or pledge shall not constitute consent or approval of any subsequent assignment, mortgage, transfer or pledge. No consent by Landlord (and, if applicable, its lender) to any assignment or sublease, whether pursuant to this Section 8.1 or Section 8.3, shall be deemed to release either or both of (A) Tenant from its obligations hereunder and (B) Guarantor from its obligations under its Guaranty, as defined below; and (x) Tenant shall remain fully liable for performance and satisfaction of all obligations and liabilities under this Lease; and (y) except as otherwise expressly provided in Section 2.5.4.5 above, Guarantor shall remain fully liable for performance and satisfaction of all obligations and liabilities under the GuarantySecurity Property.

Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon (a) Tenant’s 's reputation and creditworthiness, (b) the Guarantor’s execution creditworthiness and delivery of the Guaranty (defined in Section 20.2); and (c) upon the continued operation of the Premises by Tenant for the particular use set forth described in Section 1.7 SECTION 4.1 above; therefore, except as expressly permitted below in this Section 8, Tenant shall not, whether voluntarily, or by operation of law, or otherwise: (a) assign or otherwise transfertransfer this Lease; (b) sublet the Premises or any part thereof, or allow the same to be used or occupied by anyone other than Tenant; or (c) mortgage, encumber pledge, encumber, or pledge all otherwise hypothecate this Lease or the Premises, or any portion part thereof, in any manner whatsoever, without in each instance obtaining the prior written consent of its interest under this LeaseLandlord, which consent may be given or withheld in Landlord's sole, but reasonable, discretion SHALL NOT BE UNREASONABLE WITHHELD OR DELAYED. Any purported assignment, mortgage, transfer transfer, pledge or pledge requiring, but sublease made without, without the prior written consent of Landlord, and where applicable, Landlord’s lender, Landlord shall be absolutely null and void. No assignment of this Lease (including one permitted pursuant to Section 8.3 below) shall be effective and valid unless and until the assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord (and, if applicable, its lender) in order to evidence assignee’s 's assumption of all obligations of Tenant hereunder. Any consent by Landlord (and, if applicable, its lender) to a particular assignment, mortgage, transfer sublease or pledge mortgage shall not constitute consent or approval of any subsequent assignment, sublease or mortgage, transfer or pledgeand Landlord's written approval shall be required in all such instances. No consent by Landlord (and, if applicable, its lender) to any assignment or sublease, whether pursuant to this Section 8.1 or Section 8.3, sublease shall be deemed to release either or both of (A) Tenant from its obligations hereunder and (B) Guarantor from its obligations under its Guaranty, as defined below; and (x) Tenant shall remain fully liable for performance and satisfaction of all obligations and liabilities under this Lease; and (y) except as otherwise expressly provided in Section 2.5.4.5 above, Guarantor shall remain fully liable for performance and satisfaction of all obligations and liabilities under the Guaranty.

Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon (a) Tenant’s reputation and creditworthiness, (b) the Guarantor’s execution and delivery of the Guaranty (defined in Section 20.2); and (c) upon the continued operation of the Premises by Tenant for the particular use set forth in Section 1.7 above; therefore, except Except as expressly permitted below in this Section 8provided herein, Tenant shall not, whether voluntarilynot assign or hypothecate this Lease, or by operation of law, assign or otherwise transfer, mortgage, encumber or pledge sublet all or any portion of its interest under this Lease. Any purported assignmentthe Premises (each, mortgage, transfer or pledge requiring, but made without, a Transfer”) without the prior written consent of Landlord, and where applicablewhich consent shall not be unreasonably withheld or delayed, Landlord’s lenderprovided Tenant is not in default under this Lease at the time of such request. The parties agree that it shall be reasonable for Landlord to withhold consent if Landlord is not satisfied with the financial condition, identity, reputation or business character of the proposed assignee or sublessee or if Landlord or its agents have shown any space in the Project to, or attempted to negotiate lease terms with, such proposed assignee or sublessee regarding other available space in the Project within the preceding 6 months of the proposed assignment or subletting. Any change in the majority ownership, interest or control of Tenant, if Tenant is a corporation, partnership, limited liability company or other similar entity, shall not be absolutely null deemed an assignment for purposes of this Paragraph 9; provided however, Tenant shall promptly give Landlord notice of such change in the majority ownership, interest or control of Tenant. Notwithstanding any consent by Landlord, Tenant and void. No assignment Guarantor(s), if any, shall remain jointly and severally liable (along with each approved assignee and sublessee, which shall automatically become liable) for all obligations of Tenant hereunder with respect to that portion of the Premises so transferred, and Landlord shall be permitted to enforce the provisions of this Lease (including one permitted pursuant to Section 8.3 below) shall be effective and valid unless and until the assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord (anddirectly against Tenant, Guarantor, if applicable, its lender) or any assignee or sublessee without proceeding in order any way against any other party. In the event of an assignment, contemporaneously with the granting of ▇▇▇▇▇▇▇▇’s consent, Tenant shall cause the assignee to evidence assignee’s assumption expressly assume in writing and agree to perform all of all the covenants, duties and obligations of Tenant hereunder. Any consent by Landlord (and, if applicable, its lender) to a particular assignment, mortgage, transfer or pledge hereunder and such assignee shall not constitute consent or approval of any subsequent assignment, mortgage, transfer or pledgebe jointly and severally liable therefor along with ▇▇▇▇▇▇. No consent by Landlord (andusage of the Premises different from the usage provided for in Paragraph 1 shall be permitted, if applicable, its lender) and all other terms and provisions of this Lease shall continue to any apply after such assignment or sublease. Notwithstanding anything to the contrary in this Section, whether pursuant Tenant may, without obtaining Landlord's advance consent, complete a Transfer to this Section 8.1 or Section 8.3, shall be deemed a Permitted Transferee (defined below) subject to release either or both of the following conditions: (A) the proposed use of the Premises shall be permitted under Tenant’s permitted use set forth in Paragraph 1.11, above; (B) Tenant is not released from its obligations hereunder as a result of the Transfer, and (BC) Guarantor from its obligations under its Guarantynot less than 30 days prior to the effective date of the Transfer, Tenant provides Landlord with documentation that the proposed Transferee has a net worth that is equal to or greater than the net worth of the Tenant as defined below; and (x) Tenant shall remain fully liable for performance and satisfaction of all obligations and liabilities under the date of this Lease, along with such other evidence as Landlord may reasonably require to establish that such transaction complies with the provisions of this Paragraph (each, a “Permitted Transfer”). "Permitted Transferee" means: (i) any subsidiary or affiliate in which Tenant owns a substantial interest; and (yii) except as otherwise expressly provided any parent of Tenant; (iii) any subsidiary or affiliate in Section 2.5.4.5 above, Guarantor shall remain fully liable for performance and satisfaction which Tenant's parent owns a substantial interest; or (iv) any corporation or entity into which Tenant may be merged or consolidated or which purchases all or substantially all of all obligations and liabilities under the Guarantyassets or stock of Tenant.

Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon (a) Except as expressly provided in Paragraph 10.2, Tenant shall not do any of the following without the prior consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed: (i) assign, transfer, mortgage, encumber, pledge or hypothecate this Lease or Tenant’s reputation and creditworthinessinterest in this Lease, in whole or in part, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise; (bii) sublease the Guarantor’s execution and delivery Premises or any part of the Guaranty Premises; or (defined in Section 20.2); iii) permit the use and (c) upon occupancy of the continued operation Premises or any part of the Premises by Tenant any persons other than (A) employees of Tenant, (B) employees of Tenant’s affiliates, or (C) persons occupying a portion of the Premises for the particular use set forth in Section 1.7 above; thereforepurpose of transacting business with Tenant. Any transfer of this Lease from Tenant by merger, except as expressly permitted below in consolidation, liquidation or transfer of assets shall constitute an assignment for the purposes of this Section 8Lease. If Tenant is a corporation, Tenant shall notunincorporated association, whether voluntarilylimited liability company, partnership or by operation of lawother entity, assign or otherwise the assignment, transfer, mortgage, encumber encumbrance, pledge or pledge all hypothecation of any stock or interest in such corporation, association, limited liability company, partnership or other entity in the aggregate in excess of forty-nine percent (49%) shall be deemed an assignment within the meaning of this Paragraph, but excluding a public offering or transfer of shares on a stock exchange. Consent to any portion assignment or sublease shall not operate as a waiver of its interest the necessity for consent to any subsequent assignment or sublease and the terms of such consent shall be binding on any person holding by, through or under Tenant. At Landlord’s option, any assignment or sublease without Landlord’s prior consent, when such consent is required by the terms of this Lease. Any purported assignment, mortgage, transfer or pledge requiring, but made without, the prior written consent of Landlord, and where applicable, Landlord’s lender, shall be absolutely null void ab initio (from the beginning). (b) Without limiting the other instances in which it may be reasonable for Landlord to withhold its consent, Landlord may withhold its consent under subparagraph (a) unless: (i) Tenant provides to Landlord (A) the name and void. No address of the proposed assignee or subtenant, (B) the terms and conditions of (including all consideration for) the proposed assignment or sublease, (C) any information reasonably required by Landlord with respect to the nature and character of the proposed assignee or subtenant and its business, business history, activities and intended use of the Premises, (D) any references and current financial information reasonably required by Landlord with respect to the net worth, cash flow, credit and financial responsibility of the proposed assignee or, if the subtenant concerned is leasing more than one floor for more than three (3) years, the proposed subtenant, and (E) a copy of the proposed assignment or sublease; (ii) the nature, character and reputation of the proposed assignee or subtenant and its business, activities and intended use of the Premises are suitable to and in keeping with the standards of the Building, and in compliance with this Lease (including, without limitation, the Permitted Use) and Laws, and the proposed assignee or subtenant is a reputable party whose net worth, cash flow, credit and financial strength are, considering the responsibilities involved, reasonably adequate to meet such responsibilities; (iii) the proposed assignee or subtenant (and any affiliate of such assignee or subtenant) is not (A) then an occupant of the Building or of any other building within the Project, or (B) where either an assignment of the Lease or a sublease of more than one floor for more than three (3) years is involved, a person who actively dealt with Landlord or any affiliate of Landlord or any employee, agent or representative of Landlord or any affiliate of Landlord (directly or through a broker) with respect to space in the Building or of any other building within the Project during the three (3) months preceding Tenant’s request for Landlord’s consent (with “actively dealt with” meaning, at least, correspondence and negotiation for the lease of space within the Project, but excluding, without more, the mere delivery of advertising, leasing or property information relating to the Project); provided, however, that Landlord shall not unreasonably withhold, condition or delay its consent to an assignment of this Lease or a sublease of the Premises to a proposed assignee or subtenant under the foregoing portion of this subparagraph (including one permitted pursuant iii) if neither Landlord nor any affiliate of Landlord is willing and able to Section 8.3 belowaccommodate the space needs of such assignee or subtenant within the Project, and Tenant is able to do so by such assignment or sublease; (iv) shall the proposed assignee or subtenant is not a governmental entity or instrumentality thereof, unless otherwise approved by Landlord, which approval may be effective and valid unless and until the assignee executes and delivers to Landlord any and all documentation reasonably required withheld by Landlord if Landlord reasonably determines that the use to be made of the Premises by such governmental entity would be undesirable (andsuch as, for example purposes only, and without limiting the generality of the foregoing, use as a welfare or other social services office for indigent individuals, as a court to which handcuffed defendants may be brought, or as an office to which uniformed or armed individuals may come and go); (v) the proposed assignment or sublease will not violate any enforceable exclusive use or similar clause in another lease in the Project or give a tenant in the Project a right to cancel its lease; provided, however, that if applicable, its lender) in order to evidence assignee’s assumption of all obligations of Tenant hereunder. Any consent by Landlord (and, if applicable, its lender) to a particular assignment, mortgage, transfer or pledge shall not constitute consent or approval of any subsequent assignment, mortgage, transfer or pledge. No consent by Landlord (and, if applicable, its lender) to any is contemplating an assignment or sublease, whether pursuant then on Tenant’s request, Landlord shall promptly provide to Tenant a list or schedule of enforceable exclusive use or similar clauses affecting the Premises; (vi) neither Landlord nor its affiliates have experienced previous material defaults by, and are not in litigation with, the proposed assignee or subtenant or its affiliates; (vii) (A) the proposed assignee’s or subtenant’s anticipated use of the Premises does not involve the generation, storage, use, treatment or disposal of Hazardous Material, except for customary de minimis quantities of typical consumer, cleaning and office supplies, all of which shall be stored, used and disposed of in accordance with Laws; (B) the proposed assignee or subtenant has not been required by any other landlord, lender or governmental authority to take remedial action in connection with Hazardous Material contaminating a property if the contamination resulted from such assignee’s or subtenant’s actions or use of the property in question; or (C) the proposed assignee or subtenant is not subject to an enforcement order issued by any governmental authority in connection with the use, disposal or storage of a Hazardous Material; (viii) the use of the Premises by the proposed assignee or subtenant will not violate Law, and will not violate Paragraph 7 or any other provision of this Section 8.1 Lease; (ix) the assignment or Section 8.3sublease is not prohibited by Landlord’s lender; (x) the proposed assignment or sublease will not result in a number of occupants on a floor that exceeds the design capacity of the Building systems; (xi) the proposed assignment or sublease will not trigger incremental ADA or other legal requirements in the Common Areas or by Landlord in the Premises, or result in a materially greater burden to the Common Areas or require increased services by Landlord; and (xii) the proposed assignee or subtenant is not a controversial entity such as a terrorist organization, is not an entity traditionally thought or perceived to be sexist such as Playboy, Hustler and Penthouse magazines and the like, and is not an organization traditionally perceived to be racist such as the Ku Klux Klan, American Nazi Party and the like. (c) (i) If Tenant requests Landlord’s consent to an assignment of this Lease or to a subleasing of the whole or any part of the Premises where such consent is required, Tenant shall submit to Landlord the terms of such assignment or subleasing, the name and address of the proposed assignee or subtenant, such information relating to the nature of such assignee’s or subtenant’s business and finances as Landlord may reasonably require and the proposed effective date (the “Effective Date”) of the proposed assignment or subleasing (which Effective Date shall be neither less than fifteen (15) days nor more than six (6) months following the date of Tenant’s submission of such information). On receipt of such request and all such information from Tenant, Landlord shall have ten (10) business days either to accept or reject such request. If Landlord fails to respond within such ten (10)-business day period, then Tenant may send a second request for a response, and if such second request contains, in BOLD FACE type, the statement “PURSUANT TO PARAGRAPH 10.1(c)(i) OF THE LEASE, LANDLORD’S FAILURE TO RESPOND HERETO WITHIN FIVE (5) BUSINESS DAYS AFTER RECEIPT SHALL BE DEEMED APPROVAL OF THE REQUEST,” then Landlord’s failure to respond to such second request within five (5) business days after receipt thereof shall be deemed approval of such request (excluding any requested release). In addition, Landlord may, by notice within ten (10) business days after such receipt of either such request, terminate this Lease if the request is to release either assign this Lease or both to sublease all of the Premises or, if the request is to sublease more than fifty percent (A50%) of the Premises for more than five (5) years, terminate this Lease with respect to such portion, in each case as of the Effective Date, unless within ten (10) business days after notice from Landlord to Tenant from its obligations hereunder of such termination, Tenant withdraws such request. On such withdrawal by Tenant, Landlord’s related prior termination of this Lease with respect to all or a portion of the Premises shall have no further force or effect (and (B) Guarantor from its obligations under its Guaranty, as defined below; and (x) Tenant shall remain fully liable for performance and satisfaction of all obligations and liabilities under not assign this Lease; and (y) except Lease or sublease the Premises as otherwise expressly provided in Section 2.5.4.5 above, Guarantor shall remain fully liable for performance and satisfaction of all obligations and liabilities under the Guarantyproposed).

Prohibition. Provided Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed is not then in default, upon thirty (30) days' notice to by Landlord in reliance upon (a) Tenant’s reputation and creditworthiness, (b) the Guarantor’s execution and delivery of the Guaranty (defined in Section 20.2); and (c) upon the continued operation of the Premises by Tenant for the particular use set forth in Section 1.7 above; therefore, except as expressly permitted below in this Section 8Landlord, Tenant shall not, whether voluntarilyhave the right to assign this Lease, or by operation of law, assign or otherwise transfer, mortgage, encumber or pledge sublet all or any portion of the Premises, with Landlord's reasonable prior written approval. Landlord shall not withhold its interest approval of such transfer if (i) the transferee's proposed use of the Premises is consistent with a "first-class promotional retail center", transferee will be operating the proposed use in substantially all of the Premises (provided, however, that the foregoing clause shall not imply any greater requirement to operate than is otherwise described in Paragraph 7a hereof), and the proposed use is not a Restricted Use at the time of the proposed transfer, or an existing primary use of another tenant on the Property (where "primary use" shall mean such other tenant operates fifty percent (50%) or more of its floor area for such use or derives fifty percent (50%) or more of its Gross Sales from such use), and (ii) the proposed transferee has a reasonably acceptable net worth and business experience respecting its proposed use of the Premises. Tenant shall not require Landlord's approval, and shall be released from all obligations and liabilities accruing and arising under the Lease from and after the date of an assignment of the Lease, provided that Tenant notifies Landlord in writing as described in Paragraph 18(b) hereof, and provided that the assignee, in addition to satisfying the requirements of subpart (i) of this Paragraph 18(a) (A) has a net worth equal to or greater than One Million Three Hundred Thousand Dollars ($1,300,000.00), and (B) has earned a profit during each of the past three (3) full fiscal years in operating its retail business. If Tenant is not released because all of the foregoing criteria are not satisfied, Tenant shall remain fully responsible, and jointly and severally liable for the payment of the rent and for compliance with all other obligations imposed upon Tenant under the terms, provisions and covenants of the Lease, notwithstanding that Landlord approves the assignment. Any purported assignmentsingle transfer of, mortgageor successive transfers cumulating, transfer fifty percent (50%) or pledge requiring, but made without, more of the prior written consent of Landlord, and where applicable, Landlord’s lender, stock or ownership interest in Tenant shall be absolutely null and void. No an assignment of this Lease (including one permitted pursuant to Section 8.3 below) shall be effective and valid unless and until the assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord (and, if applicable, its lender) in order to evidence assignee’s assumption for purposes of all obligations of Tenant hereunder. Any consent by Landlord (and, if applicable, its lender) to a particular assignment, mortgage, transfer or pledge shall not constitute consent or approval of any subsequent assignment, mortgage, transfer or pledge. No consent by Landlord (and, if applicable, its lender) to any assignment or sublease, whether pursuant to this Section 8.1 or Section 8.3, shall be deemed to release either or both of (A) Tenant from its obligations hereunder and (B) Guarantor from its obligations under its Guaranty, as defined below; and (x) Tenant shall remain fully liable for performance and satisfaction of all obligations and liabilities under this Lease; and (y) except as otherwise expressly provided in Section 2.5.4.5 above, Guarantor shall remain fully liable for performance and satisfaction of all obligations and liabilities under the GuarantyParagraph 18.

Prohibition. Except as otherwise set forth herein, Tenant acknowledges covenants and agrees that neither this Lease and nor the Rent due under this Lease have been agreed to by Landlord in reliance upon estate hereby granted, nor any interest herein or therein, will be assigned (a) Tenant’s reputation and creditworthinesscollaterally, (b) the Guarantor’s execution and delivery of the Guaranty (defined in Section 20.2conditionally or otherwise); and (c) upon the continued operation of the Premises by Tenant for the particular use set forth in Section 1.7 above; therefore, except as expressly permitted below in this Section 8mortgaged, Tenant shall notpledged, encumbered or otherwise transferred, whether voluntarily, or involuntarily, by operation of lawlaw or otherwise, assign and that neither the Premises nor the Property, nor any part thereof, will be encumbered in any manner by reason of any act or otherwise transferomission on the part of Tenant, mortgageor be sublet (which term, encumber without limitation, shall include granting of concessions, licenses, use and occupancy agreements and the like) in whole or pledge all or any portion of its interest under this Lease. Any purported assignmentin part, mortgage, transfer or pledge requiring, but made withoutwithout in each case, the prior written consent of Landlord, and where applicablewhich consent shall not be unreasonably withheld, Landlordconditioned or delayed. Tenant further agrees that notwithstanding any assignment or sublet of any or all of Tenant’s lender, shall be absolutely null and void. No assignment of interest in this Lease (including one permitted pursuant to Section 8.3 below) irrespective of whether or not Landlord’s consent is required therefor), Tenant shall remain fully and primarily liable for the payment and performance of its obligations hereunder, and in the case of assignment such liability shall be effective joint and valid unless and until the several with such assignee executes and delivers or assignees from time to Landlord any and all documentation reasonably required by Landlord (and, if applicable, its lender) in order to evidence assignee’s assumption of all obligations of Tenant hereundertime. Any consent by Landlord (and, if applicable, its lender) to a particular assignment, mortgagesublease or occupancy or other act, transfer or pledge shall not constitute from time to time, for which Landlord’s consent or approval of any subsequent assignment, mortgage, transfer or pledge. No consent by Landlord (and, if applicable, its lender) to any assignment or sublease, whether is required pursuant to this ARTICLE 8, and any provision of this Lease which permits an assignment, sublease or occupancy or other act without Landlord’s consent shall not in any way diminish the prohibition stated in this Section 8.1 as to any such further assignment, sublease or Section 8.3, shall be deemed occupancy or other act or the continuing liability of the original named Tenant or of any assignee from time to release either or both of (A) Tenant from its obligations hereunder and (B) Guarantor from its obligations under its Guaranty, as defined below; and (x) Tenant shall remain fully liable for performance and satisfaction of all obligations and liabilities under this Lease; and (y) except as otherwise expressly provided in Section 2.5.4.5 above, Guarantor shall remain fully liable for performance and satisfaction of all obligations and liabilities under the Guarantytime.

Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon (a) Tenant’s 's reputation and creditworthiness, (b) the Guarantor’s execution creditworthiness and delivery of the Guaranty (defined in Section 20.2); and (c) upon the continued operation of the Premises by Tenant for the particular use set forth in Section 1.7 4 above; therefore, except as expressly permitted below in this Section 8, Tenant shall not, whether voluntarily, or by operation of law, or otherwise: (a) assign or otherwise transfertransfer this Lease; (b) sublet the Premises or any part thereof, or allow the same to be used or occupied by anyone other than Tenant;, if Tenant shall not remain liable to Landlord for all Tenant obligations, including those under Section 2.3 of the Lease; or (c) mortgage, encumber pledge, encumber, or pledge all otherwise hypothecate this Lease or the Premises, or any portion part thereof, in any manner whatsoever, without in each instance obtaining the prior written consent of its interest under this LeaseLandlord, which consent may be given or withheld in Landlord's sole, but reasonable, discretion. Any purported assignment, mortgage, transfer transfer, pledge or pledge requiring, but sublease made without, without the prior written consent of Landlord, and where applicable, Landlord’s lender, Landlord shall be absolutely null and void. No assignment of this Lease (including one permitted pursuant to Section 8.3 below) shall be effective and valid unless and until the assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord (and, if applicable, its lender) in order to evidence assignee’s 's assumption of all obligations of Tenant hereunder. Any consent by Landlord (and, if applicable, its lender) to a particular assignment, mortgage, transfer sublease or pledge mortgage shall not constitute consent or approval of any subsequent assignment, sublease or mortgage, transfer or pledgeand Landlord's written approval shall be required in all such instances. No Any consent by Landlord (and, if applicable, its lender) to any assignment or sublease, whether pursuant to this Section 8.1 or Section 8.3, sublease shall not be deemed to release either or both of (A) Tenant from its obligations hereunder and (B) Guarantor from its obligations under its Guaranty, as defined below; and (x) Tenant shall remain fully liable for performance and satisfaction of all obligations and liabilities under this Lease; and (y) except as otherwise expressly provided in Section 2.5.4.5 above, Guarantor shall remain fully liable for performance and satisfaction of all obligations and liabilities under the Guaranty.

Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon (a) Tenant’s 's reputation and creditworthiness, (b) the Guarantor’s execution creditworthiness and delivery of the Guaranty (defined in Section 20.2); and (c) upon the continued operation of the Premises by Tenant for the particular use set forth in Section 1.7 SECTION 4 above; therefore, except as expressly permitted below in this Section 8, Tenant shall not, whether voluntarily, or by operation of law, or otherwise: (a) assign or otherwise transfertransfer this Lease; (b) sublet the Premises or any part thereof, or allow the same to be used or occupied by anyone other than Tenant; or (c) mortgage, encumber pledge, encumber, or pledge all otherwise hypothecate this Lease or the Premises, or any portion part thereof, in any manner whatsoever, without in each instance obtaining the prior written consent of its interest under this LeaseLandlord, which consent may be given or withheld in Landlord's sole, but reasonable, discretion. Any purported assignment, mortgage, transfer transfer, pledge or pledge requiring, but sublease made without, without the prior written consent of Landlord, and where applicable, Landlord’s lender, Landlord shall be absolutely null and void. No assignment of this Lease (including one permitted pursuant to Section 8.3 below) shall be effective and valid unless and until the assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord (and, if applicable, its lender) in order to evidence assignee’s 's assumption of all obligations of Tenant hereunder. Any consent by Landlord (and, if applicable, its lender) to a particular assignment, mortgage, transfer sublease or pledge mortgage shall not constitute consent or approval of any subsequent assignment, sublease or mortgage, transfer or pledgeand Landlord's written approval shall be required in all such instances. No consent by Landlord (and, if applicable, its lender) to any assignment or sublease, whether pursuant to this Section 8.1 or Section 8.3, sublease shall be deemed to release either or both of (A) Tenant from its obligations hereunder and (B) Guarantor from its obligations under its Guaranty, as defined below; and (x) Tenant shall remain fully liable for performance and satisfaction of all obligations and liabilities under this Lease; and (y) except as otherwise expressly provided in Section 2.5.4.5 above, Guarantor shall remain fully liable for performance and satisfaction of all obligations and liabilities under the Guaranty.

Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon (a) Tenant’s 's reputation and creditworthiness, (b) the Guarantor’s execution creditworthiness and delivery of the Guaranty (defined in Section 20.2); and (c) upon the continued operation of the Premises by Tenant for the particular use set forth in Section 1.7 4 above; therefore, except as expressly permitted below in this Section 8, Tenant shall not, whether voluntarily, or by operation of law, or otherwise: (a) assign or otherwise transfertransfer this Lease; (b) sublet the Premises or any part thereof, or allow the same to be used or occupied by anyone other than Tenant; or (c) mortgage, encumber pledge, encumber, or pledge all otherwise hypothecate this Lease or the Premises, or any portion part thereof, in any manner whatsoever, without in each instance obtaining the prior written consent of its interest under this LeaseLandlord, which consent may be given or withheld in Landlord's sole, but reasonable, discretion. Any purported assignment, mortgage, transfer transfer, pledge or pledge requiring, but sublease made without, without the prior written consent of Landlord, and where applicable, Landlord’s lender, Landlord shall be absolutely null and void. No assignment of this Lease (including one permitted pursuant to Section 8.3 below) shall be effective and valid unless and until the assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord (and, if applicable, its lender) in order to evidence assignee’s 's assumption of all obligations of Tenant hereunder. Any consent by Landlord (and, if applicable, its lender) to a particular assignment, mortgage, transfer sublease or pledge mortgage shall not constitute consent or approval of any subsequent assignment, sublease or mortgage, transfer or pledgeand Landlord's written approval shall be required in all such instances. No Any consent by Landlord (and, if applicable, its lender) to any assignment or sublease, whether pursuant to this Section 8.1 or Section 8.3, sublease shall not be deemed to release either or both of (A) Tenant from its obligations hereunder and (B) Guarantor from its obligations under its Guaranty, as defined below; and (x) Tenant shall remain fully liable for performance and satisfaction of all obligations and liabilities under this Lease; and (y) except as otherwise expressly provided in Section 2.5.4.5 above, Guarantor shall remain fully liable for performance and satisfaction of all obligations and liabilities under the Guaranty.

Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon (a) Tenant’s reputation and creditworthiness, (b) the Guarantor’s execution creditworthiness and delivery of the Guaranty (defined in Section 20.2); and (c) upon the continued operation of the Premises by Tenant for the particular use set forth in Section 1.7 above4 above (provided, however, that nothing herein shall obligate Tenant to operate continuously a business within the Premises, subject, however, to Tenant’s continuing obligation to pay Rent as required hereunder); therefore, except as expressly permitted below in this Section 8, Tenant shall not, not whether voluntarily, or by operation of law, or otherwise (a) assign or otherwise transfertransfer this Lease, (b) sublet the Premises or any part thereof, or allow the same to be used or occupied by anyone other than Tenant, or (c) mortgage, encumber pledge, encumber, or pledge all otherwise hypothecate this Lease or the Premises, or any portion part thereof, in any manner whatsoever, without in each instance obtaining the prior written consent of its interest under this LeaseLandlord, which consent may be given or withheld in Landlord’s reasonable, discretion. Any purported assignment, mortgage, transfer transfer, pledge or pledge requiring, but sublease made without, without the prior written consent of Landlord, and where applicable, Landlord’s lender, Landlord shall be absolutely null and void. No assignment of this Lease (including one permitted pursuant to Section 8.3 below) shall be effective and valid unless and until the assignee or sublessee executes and delivers to Landlord any an agreement assuming the obligations of the Tenant under the Lease to the extent set forth in the assignment or sublease and all documentation reasonably required by Landlord (further acknowledging that in the event of a sublease, the sublease is subordinate to the Lease and, if applicablein the event of an assignment, its lender) in order to evidence assignee’s assumption the assignment does not, without the written consent of all the Landlord, modify or release any of the obligations of the Tenant hereunderunder the Lease. Any consent by Landlord (and, if applicable, its lender) to a particular assignment, mortgage, transfer sublease or pledge mortgage shall not constitute consent or approval of any subsequent assignment, sublease or mortgage, transfer or pledgeand Landlord’s written approval shall be required in all such instances. No Any consent by Landlord (and, if applicable, its lender) to any assignment or sublease, whether pursuant to this Section 8.1 or Section 8.3, sublease shall not be deemed to release either or both of (A) Tenant from its obligations hereunder and (B) Guarantor from its obligations under its Guaranty, as defined below; and (x) Tenant shall remain fully liable for performance and satisfaction of all obligations and liabilities under this Lease; . Notwithstanding any provisions to the contrary contained in this Lease, this Lease may be assigned, or the Premises may sublet or license in whole or in part, without the consent of Landlord, to any corporation into or with which Tenant may be merged or consolidated or to any corporation or other entity which shall be a subsidiary, parent or successor of Tenant, or of a corporation which may be merged or consolidated into or with Tenant or which Tenant shall control, directly or indirectly (“Related Entity” or “Affiliate”). Under no circumstances shall a sale of a majority or more of the common stock of Tenant or its parent be deemed an assignment pursuant to the terms and (y) except provisions of this Lease. Additionally, the public sale or transfer of the common stock of Tenant or its parent shall not constitute an assignment under this Lease. For purposes herein, a Related Entity shall have the same rights as otherwise expressly provided in Section 2.5.4.5 abovethe Tenant hereunder as if the Related Entity were the original Tenant. Tenant may, Guarantor on notice to Landlord, license a portion of its Premises for use by those entities with whom Tenant is doing business, including, without limitation, clients, joint venturers or strategic partners. For purpose of this section a “subsidiary” or “affiliate” or “successor” of Tenant shall remain fully liable for performance and satisfaction of all obligations and liabilities under mean the Guaranty.following:

Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon (a) Tenant’s 's reputation and creditworthiness, (b) the Guarantor’s execution creditworthiness and delivery of the Guaranty (defined in Section 20.2); and (c) upon the continued operation of the Premises by Tenant for the particular use set forth in Section 1.7 SECTION 4 above; therefore, except as expressly permitted below in this Section 8, Tenant shall not, whether voluntarily, or by operation of law, or otherwise: (a) assign or otherwise transfertransfer this Lease; (b) sublet the Premises or any part thereof, or allow the same to be used or occupied by anyone other than Tenant;, if Tenant shall not remain liable to Landlord for all Tenant obligations, including those under Section 2.3 of the Lease; or (c) mortgage, encumber pledge, encumber, or pledge all otherwise hypothecate this Lease or the Premises, or any portion part thereof, in any manner whatsoever, without in each instance obtaining the prior written consent of its interest under this LeaseLandlord, which consent may be given or withheld in Landlord's sole, but reasonable, discretion. Any purported assignment, mortgage, transfer transfer, pledge or pledge requiring, but sublease made without, without the prior written consent of Landlord, and where applicable, Landlord’s lender, Landlord shall be absolutely null and void. No assignment of this Lease (including one permitted pursuant to Section 8.3 below) shall be effective and valid unless and until the assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord (and, if applicable, its lender) ▇▇▇▇▇▇▇▇ in order to evidence assignee’s 's assumption of all obligations of Tenant hereunder. Any consent by Landlord (and, if applicable, its lender) to a particular assignment, mortgage, transfer sublease or pledge mortgage shall not constitute consent or approval of any subsequent assignment, sublease or mortgage, transfer or pledgeand ▇▇▇▇▇▇▇▇'s written approval shall be required in all such instances. No Any consent by Landlord (and, if applicable, its lender) to any assignment or sublease, whether pursuant to this Section 8.1 or Section 8.3, sublease shall not be deemed to release either or both of (A) Tenant from its obligations hereunder and (B) Guarantor from its obligations under its Guaranty, as defined below; and (x) Tenant shall remain fully liable for performance and satisfaction of all obligations and liabilities under this Lease; and (y) except as otherwise expressly provided in Section 2.5.4.5 above, Guarantor shall remain fully liable for performance and satisfaction of all obligations and liabilities under the Guaranty.

Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon (a) Tenant’s reputation and creditworthiness, (b) the Guarantor’s execution creditworthiness and delivery of the Guaranty (defined in Section 20.2); and (c) upon the continued operation of the Premises by Tenant for the particular use set forth described in Section 1.7 4.1 above; therefore, except as expressly permitted below in this Section 8, Tenant shall not, whether voluntarily, or by operation of law, or otherwise: (a) assign or otherwise transfertransfer this Lease; (b) sublet the Premises or any part thereof, or allow the same to be used or occupied by anyone other than Tenant; or (c) mortgage, encumber pledge, encumber, or pledge all otherwise hypothecate this Lease or the Premises, or any portion of its interest under this Lease. Any purported assignmentpart thereof, mortgagein any manner whatsoever, transfer or pledge requiring, but made without, without in each instance obtaining the prior written consent of Landlord, and where applicable, which consent shall be in Landlord’s lendersole but reasonable discretion and shall not be unreasonably withheld, conditioned or delayed. Except as provided in Section 8.3, any purported assignment, mortgage, transfer, pledge or sublease made without the prior written consent of Landlord shall be absolutely null and void. No assignment of this Lease (including one permitted pursuant to Section 8.3 below) shall be effective and valid unless and until the assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord (and, if applicable, its lender) in order to evidence assignee’s assumption of all obligations of Tenant hereunder. Any consent by Landlord (and, if applicable, its lender) to a particular assignment, mortgage, transfer sublease or pledge mortgage shall not constitute consent or approval of any subsequent assignment, sublease or mortgage, transfer or pledgeand Landlord’s written approval shall be required in all such instances. No consent by Landlord (and, if applicable, its lender) to any assignment or sublease, whether pursuant to this Section 8.1 or Section 8.3, sublease shall be deemed to release either or both of (A) Tenant from its obligations hereunder and (B) Guarantor from its obligations under its Guaranty, as defined below; and (x) Tenant shall remain fully liable for performance and satisfaction of all obligations and liabilities under this Lease; and (y) except as otherwise expressly provided in Section 2.5.4.5 above, Guarantor shall remain fully liable for performance and satisfaction of all obligations and liabilities under the Guaranty.

Prohibition. Tenant acknowledges that Notwithstanding any other provision of this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon (a) Tenant’s reputation and creditworthiness, (b) the Guarantor’s execution and delivery of the Guaranty (defined in Section 20.2); and (c) upon the continued operation of the Premises by Tenant for the particular use set forth in Section 1.7 above; therefore, except as expressly permitted below in this Section 8Lease, Tenant shall not, whether voluntarilydirectly or indirectly, assign, mortgage, pledge or otherwise transfer, voluntarily or involuntarily, this Lease or any interest herein or sublet (which term without limitation, shall include granting of concessions, licenses, and the like) or allow any other person or entity to occupy the whole or any part of the Premises, without, in each instance, having first received the express consent of Landlord, which consent may be withheld in Landlord's sole discretion. Any assignment of this Lease or subletting of the whole or any part of the Premises (other than as permitted to a subsidiary or a controlling corporation as set forth below) by Tenant without Landlord's express consent shall be invalid, void and of no force or effect. This prohibition includes, without limitation, any assignment, subletting, or other transfer which would occur by operation of law, assign or otherwise merger, consolidation, reorganization, acquisition, transfer, mortgageor other change of Tenant's corporate or proprietary structure, encumber including a change in the partners of any partnership, and the sale, pledge, or pledge all other transfer of any of the issued or outstanding capital stock of any portion of its interest under this Leasecorporate Tenant (unless such stock is publicly traded on a recognized security exchange or over-the-counter market). Any purported assignment, mortgage, transfer or pledge requiring, but made without, the prior written consent The requirement of Landlord's prior consent shall not, and where applicablehowever, Landlord’s lender, shall be absolutely null and void. No applicable to an assignment of this Lease by Tenant to an entity controlling, controlled by, or under common control with, Tenant provided (including one permitted pursuant to Section 8.3 below) and it shall be effective and valid unless and until a condition of the assignee executes and delivers validity of any such assignment) that such subsidiary or controlling corporation agree directly with Landlord to Landlord any and be bound by all documentation reasonably required by Landlord (and, if applicable, its lender) in order to evidence assignee’s assumption of all the obligations of Tenant hereunder. Any consent by Landlord , including, without limitation, the obligation to pay the Rent and other amounts provided for under this Lease, the covenant to use the Premises only for the purposes specifically permitted under this Lease and the covenant against further assignment (and, if applicable, its lender) to a particular assignment, mortgage, transfer or pledge except as otherwise permitted hereby); but such assignment shall not constitute consent or approval relieve Tenant herein named of any subsequent assignment, mortgage, transfer or pledge. No consent by Landlord (and, if applicable, its lender) to any assignment or sublease, whether pursuant to this Section 8.1 or Section 8.3, shall be deemed to release either or both of (A) Tenant from its obligations hereunder hereunder, and (B) Guarantor from its obligations under its Guaranty, as defined below; and (x) Tenant shall remain fully liable therefor. Further, Landlord's consent shall not be required for performance and satisfaction an assignment of this Lease in connection with a transfer of substantially all obligations and liabilities operations of Tenant to another entity by way of merger, consolidation or sale of substantially all of the stock therein or assets thereof. The initial offering of stock in Tenant (or in Tenant's parent) to the public or the subsequent sale of such stock on a nationally recognized stock exchange shall not be deemed an assignment or transfer under this Lease; and (y) except as otherwise expressly provided in Section 2.5.4.5 above, Guarantor shall remain fully liable for performance and satisfaction of all obligations and liabilities under the GuarantyArticle VII.

Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon (a) Tenant’s reputation and creditworthiness, (b) the Guarantor’s execution creditworthiness and delivery of the Guaranty (defined in Section 20.2); and (c) upon the continued operation of the Premises by Tenant for the particular use set forth described in Section 1.7 4.1 above; therefore, except as expressly permitted below in this Section 8, Tenant shall not, whether voluntarily, or by operation of law, or otherwise: (a) assign or otherwise transfertransfer this Lease; (b) sublet the Premises or any part thereof, or allow the same to be used or occupied by anyone other than Tenant; or (c) mortgage, encumber pledge, encumber, or pledge all otherwise hypothecate this Lease or the Premises, or any portion part thereof, in any manner whatsoever, without in each instance obtaining the prior written consent of its interest under this LeaseLandlord, which consent may be given or withheld in Landlord’s sole, but reasonable, discretion. Any purported assignment, mortgage, transfer transfer, pledge or pledge requiring, but sublease made without, without the prior written consent of Landlord, and where applicable, Landlord’s lender, Landlord shall be absolutely null and void. No assignment of this Lease (including one permitted pursuant to Section 8.3 below) shall be effective and valid unless and until the assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord (and, if applicable, its lender) in order to evidence assignee’s assumption of all obligations of Tenant hereunder. Any consent by Landlord (and, if applicable, its lender) to a particular assignment, mortgage, transfer sublease or pledge mortgage shall not constitute consent or approval of any subsequent assignment, sublease or mortgage, transfer or pledgeand Landlord’s written approval shall be required in all such instances. No consent by Landlord (and, if applicable, its lender) to any assignment or sublease, whether pursuant to this Section 8.1 or Section 8.3, sublease shall be deemed to release either or both of (A) Tenant from its obligations hereunder and (B) Guarantor from its obligations under its Guaranty, as defined below; and (x) Tenant shall remain fully liable for performance and satisfaction of all obligations and liabilities under this Lease; and (y) except as otherwise expressly provided in Section 2.5.4.5 above, Guarantor shall remain fully liable for performance and satisfaction of all obligations and liabilities under the Guaranty.

Prohibition. Tenant acknowledges that shall not assign, convey, mortgage, pledge, ----------- encumber or otherwise transfer this Lease and or any interest therein, sublet the Rent due under this Lease have been agreed to by Landlord in reliance upon (a) Tenant’s reputation and creditworthinessPremises or any part thereof, (b) or permit the Guarantor’s execution and delivery of the Guaranty (defined in Section 20.2); and (c) upon the continued operation use or occupancy of the Premises or any part thereof by Tenant for the particular use set forth in Section 1.7 above; thereforeanyone other than Tenant, except as expressly permitted below in this Section 8without receiving Landlord's prior written consent, Tenant which consent shall not, whether voluntarily, not be unreasonably withheld or delayed. A transfer by operation of law, assign merger or otherwise consolidation, or a change of any partnership interest in Tenant or in the ownership of the voting stock of Tenant or any direct or indirect parent of Tenant shall be deemed an assignment for purposes of this Paragraph 16. Any purported transfer, encumbrance, pledge, mortgage, encumber assignment or pledge subletting not in compliance herewith shall be void and of no force or effect. In the event of any assignment, subletting, transfer or occupancy by someone other than Tenant, whether or not expressly or impliedly approved by Landlord, Tenant shall, nevertheless, at all or any portion times, remain fully responsible and jointly and severally liable for the payment of its interest the rent and for compliance with all other obligations imposed upon Tenant under the terms, provisions and covenants of this Lease. Any purported assignmentassignment or sublease shall contain a provision whereby the assignee or subtenant agrees to comply with and be bound by all of the terms, mortgagecovenants, transfer or pledge requiringconditions, but made without, the prior written consent of Landlord, provisions and where applicable, Landlord’s lender, shall be absolutely null and void. No assignment agreements of this Lease (including one permitted pursuant to Section 8.3 below) the extent applicable, and Tenant shall be effective deliver to Landlord, promptly after execution, an executed copy of each assignment or sublease and valid unless an agreement of compliance by each assignee or subtenant. Any sublease shall also contain a provision that in the event of default by Tenant hereunder and until the assignee executes and delivers a termination of this Lease by Landlord, such subtenant shall, at Landlord's option, attorn to Landlord any and all documentation reasonably required by as if Landlord (and, if applicable, its lender) in order to evidence assignee’s assumption of all obligations of Tenant hereunder. Any consent by Landlord (and, if applicable, its lender) to a particular assignment, mortgage, transfer or pledge shall not constitute consent or approval of any subsequent assignment, mortgage, transfer or pledge. No consent by Landlord (and, if applicable, its lender) to any assignment or sublease, whether pursuant to this Section 8.1 or Section 8.3, shall be deemed to release either or both of (A) Tenant from its obligations hereunder and (B) Guarantor from its obligations under its Guaranty, as defined below; and (x) Tenant shall remain fully liable for performance and satisfaction of all obligations and liabilities under this Lease; and (y) except as otherwise expressly provided in Section 2.5.4.5 above, Guarantor shall remain fully liable for performance and satisfaction of all obligations and liabilities were the lessor under the Guarantysublease.

Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon (a) Tenant’s 's reputation and creditworthiness, (b) the Guarantor’s execution creditworthiness and delivery of the Guaranty (defined in Section 20.2); and (c) upon the continued operation of the Premises by Tenant for the particular use set forth in Section 1.7 4 above; therefore, except as expressly permitted below in this Section 8, Tenant shall not, whether voluntarily, or by operation of law, or otherwise: (a) assign or otherwise transfertransfer this Lease; (b) sublet the Premises or any part thereof, or allow the same to be used or occupied by anyone other than Tenant; or (c) mortgage, encumber pledge, encumber, or pledge all otherwise hypothecate this Lease or the Premises, in any portion manner whatsoever, without in each instance obtaining the prior written consent of its interest under this LeaseLandlord, which consent shall not be unreasonably withheld or delayed. Any purported assignment, mortgage, transfer transfer, pledge or pledge requiring, but sublease made without, without the prior written consent of Landlord, and where applicable, Landlord’s lender, Landlord shall be absolutely null and voidvoid and of no legal force or effect. No assignment of this Lease (including one permitted pursuant to Section 8.3 below) shall be effective and valid unless and until the assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord (and, if applicable, its lender) in order to evidence assignee’s 's assumption of all obligations of Tenant hereunder. Any consent by Landlord (and, if applicable, its lender) to a particular assignment, mortgage, transfer sublease or pledge mortgage shall not constitute consent or approval of any subsequent assignment, sublease or mortgage, transfer or pledgeand Landlord's written approval shall be required in all such instances. No Any consent by Landlord (and, if applicable, its lender) to any assignment or sublease, whether pursuant to this Section 8.1 or Section 8.3, sublease shall not be deemed to release either or both of (A) Tenant from its obligations obligation hereunder and (B) Guarantor from its obligations under its Guaranty, as defined below; and (x) Tenant shall remain fully liable for performance and satisfaction of all obligations and liabilities under this Lease; and (y) except as otherwise expressly provided in . Any violation of the provisions of this Section 2.5.4.5 above, Guarantor 8.1 shall remain fully liable for performance and satisfaction of all obligations and liabilities constitute a default under the Guarantythis Lease.

Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon (a) Tenant’s reputation and creditworthiness, (b) the Guarantor’s execution and delivery of the Guaranty (defined in Section 20.2); and (c) upon the continued operation of the Premises by Tenant for the particular use set forth in Section 1.7 above; therefore, except as expressly permitted below in this Section 8, Tenant Lessee shall not, whether voluntarilyin whole or in part, assign, sublet, license or permit occupancy by operation any party other than Lessee of law, assign or otherwise transfer, mortgage, encumber or pledge all or any portion part of its interest under this Lease. Any purported assignmentthe Premises, mortgage, transfer or pledge requiring, but made without, without the prior written consent of Landlordthe Port in each instance. Lessee shall at the time the Lessee requests the consent of the Port, deliver to the Port such information in writing as the Port may reasonably require respecting the proposed assignee, sublessee or licensee including, without limitation, the name, address, nature of business, ownership, financial responsibility and where applicablestanding of such proposed assignee, Landlord’s lendersublessee or licensee. Notwithstanding anything in this Agreement to the contrary, Lessee shall have the right to assign all or part of its rights and obligations under this Agreement to any Affiliate of Lessee, provided that such Affiliate has a net worth of at least Two- Hundred Fifty Million Dollars ($250,000,000) or the performance of the obligations of such Affiliate hereunder are guaranteed by an entity with a net worth of at least Two-Hundred Fifty Million Dollars ($250,000,000) (the Port shall have the right to receive information providing reasonable assurance of such net worth). Upon receipt by Port of written notice of such an assignment, Lessee shall be released from all such assigned rights and obligations under this Agreement. As used herein, the term "Affiliate", as applied to Lessee, shall be absolutely null mean any person, entity or group of persons or entities which directly or indirectly, through one or more intermediaries, is controlled by ▇▇▇▇▇ ▇▇▇▇▇▇▇ Commodities B.V. (“LDCBV”). As used in this Section, the term “control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management and voidpolicies, whether through the ownership of voting securities, by contract or otherwise. No The remaining requirements of Section 19 shall not apply to Lessee’s assignment of this Lease to an Affiliate. 19.1.1 As a condition for the Port’s consent to any assignment, encumbrance or sublease, the Port may require that the assignee, sublessee or licensee remit directly to the Port on a monthly basis, all monies due to Lessee by said assignee, sublessee or licensee (including one permitted except with respect to excess rentals otherwise due Lessee pursuant to Section 8.3 below) 19.2). In addition, a condition to the Port’s consent to any assignment, sublease or license of this Agreement or the Premises shall be effective the delivery to the Port of a true copy of the fully executed instrument of assignment, sublease or license and valid unless an agreement executed by the assignee, sublessee or licensee in form and until substance satisfactory to the assignee executes Port and delivers expressly enforceable by the Port, whereby the assignee, sublessee or licensee assumes and agrees to Landlord be bound by the terms and provisions of this Agreement and perform all the obligations of Lessee hereunder. 19.1.2 In the event of any assignment, Lessee and each respective assignor, waives notice of default by the Lessee in possession in the payment and performance of the Rent, covenants and conditions of this Agreement and consents that the Port may in each and every instance deal with the Lessee in possession, grant extensions of time, waive performance of any of the terms, covenants and conditions of this Agreement and modify the same, and in general deal with the Lessee then in possession without notice to or consent of any assignor, including Lessee; and any and all documentation reasonably required by Landlord (andextensions of time, if applicableindulgences, its lender) in order to evidence assignee’s assumption of all obligations of Tenant hereunder. Any consent by Landlord (anddealings, if applicable, its lender) to a particular assignment, mortgage, transfer modifications or pledge shall not constitute consent or approval of any subsequent assignment, mortgage, transfer or pledge. No consent by Landlord (and, if applicable, its lender) to any assignment or sublease, whether pursuant to this Section 8.1 or Section 8.3, waivers shall be deemed to release either be made with the consent of Lessee and of each respective assignor. 19.1.3 Lessee agrees that any sublease or both license will contain a provision in substance that if there be any termination whatsoever of (A) Tenant from its obligations hereunder this Agreement then the sublessee or licensee, at the request of the Port, will attorn to the Port and (B) Guarantor from its obligations under its Guarantythe sublessee or licensee, as defined below; and (x) Tenant if the Port so requests, shall remain fully liable for performance and satisfaction continue in effect with the Port, but the Port shall be bound to the sublessee or licensee in such circumstances only by privity of all obligations and liabilities under this Lease; and (y) except as otherwise expressly provided in Section 2.5.4.5 above, Guarantor estate. Nothing herein shall remain fully liable for performance and satisfaction of all obligations and liabilities under be deemed to require the GuarantyPort to accept such attornment.

Prohibition. Notwithstanding any other provision of this Lease, Tenant acknowledges that shall not, directly or indirectly, assign, or otherwise transfer, voluntarily or involuntarily, this Lease or any interest herein or sublet (which term without limitation, shall include granting of concessions, licenses, and the Rent due like) or allow any other person or entity to occupy the whole or any part of the Premises, without, in each instance, having first received the express consent of Landlord which consent shall not be unreasonably withheld, delayed or conditioned. Landlord shall respond to any request for consent under this Article 13 within ten (10) business days of delivery thereof. Any assignment of this Lease have been agreed to by Landlord in reliance upon (a) Tenant’s reputation and creditworthiness, (b) the Guarantor’s execution and delivery or subletting of the Guaranty (defined in Section 20.2); and (c) upon the continued operation whole or any part of the Premises by Tenant for without Landlord's express consent to the particular use set forth in Section 1.7 above; thereforeextent required hereunder shall be invalid, except as expressly permitted below in this Section 8void and of no force or effect. This prohibition includes, Tenant shall notwithout limitation, whether voluntarilyany assignment, subletting, or other transfer which would occur by operation of law, assign or otherwise merger, consolidation, reorganization, acquisition, transfer, mortgageor other change of Tenant's corporate or proprietary structure, encumber including a change in the partners of any partnership, and the sale, pledge, or pledge all other transfer of any of the issued or outstanding capital stock of any corporate Tenant (unless such stock is publicly traded on a recognized security exchange or over-the-counter market). Any request for consent under this Section 13.01 shall set forth, in detail reasonably satisfactory to Landlord, the identification of the proposed assignee or sublessee, its financial condition and the terms on which the proposed assignment or subletting is to be made, including, without limitation, the rent or any portion other consideration to be paid in respect thereto and such request shall be treated as Tenant's warranty in respect of its interest under this Leasethe information submitted therewith. Any purported The consent form to be used for any approved subletting hereunder is attached as Exhibit I. If any request for consent is made with respect to a proposed sublease or assignment, mortgage, transfer Landlord's withholding or pledge requiring, but made without, the prior written conditional granting of consent of Landlord, and where applicable, Landlord’s lender, shall be absolutely null and void. No assignment of this Lease (including one permitted pursuant to Section 8.3 below) shall be effective and valid unless and until the assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord (and, if applicable, its lender) in order to evidence assignee’s assumption of all obligations of Tenant hereunder. Any consent by Landlord (and, if applicable, its lender) to a particular assignment, mortgage, transfer or pledge shall not constitute consent or approval of any subsequent assignment, mortgage, transfer or pledge. No consent by Landlord (and, if applicable, its lender) to any such assignment or sublease, whether pursuant to this Section 8.1 or Section 8.3, subletting shall be deemed not unreasonable if the following conditions are not met: (a) no Event of Default shall have occurred and be continuing as of the date such consent is to release either be given or both of (A) Tenant from its obligations hereunder and (B) Guarantor from its obligations under its Guaranty, as defined below; and (x) Tenant shall remain fully liable for performance and satisfaction of all obligations and liabilities under this Lease; and (y) except as otherwise expressly provided in Section 2.5.4.5 above, Guarantor shall remain fully liable for performance and satisfaction of all obligations and liabilities under the Guaranty.date on which the assignment or subletting is to be effective;

Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon (a) Tenant’s reputation and creditworthiness, (b) the Guarantor’s execution creditworthiness and delivery of the Guaranty (defined in Section 20.2); and (c) upon the continued operation of the Premises by Tenant for the particular use set forth in Section 1.7 4 above; therefore, except as expressly permitted below in this Section 8, Tenant shall not, whether voluntarily, or by operation of law, or otherwise: (a) assign or otherwise transfertransfer this Lease; (b) sublet the Premises or any part thereof, or allow the same to be used or occupied by anyone other than Tenant; or (c) mortgage, pledge, encumber or pledge all otherwise hypothecate this Lease or the Premises, or any portion of its interest under this Lease. Any purported assignmentpart thereof, mortgagein any manner whatsoever, transfer or pledge requiring, but made without, without in each instance obtaining the prior written consent of Landlord, and where applicable, which consent may be given or withheld is Landlord’s lendersole, but reasonable, discretion; provided, however, notwithstanding the foregoing to the contrary, Tenant may assign this Lease or sublet the Premises to an affiliate (defined below) without the prior consent of Landlord. Any purported assignment (to other than a Tenant affiliate), mortgage, transfer, pledge or sublease (to other than a Tenant affiliate) made without the prior written consent of Landlord shall be absolutely null and void. No assignment of this Lease (including one permitted pursuant to Section 8.3 below) shall be effective and valid unless and until the assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord (and, if applicable, its lender) in order to evidence assignee’s assumption of all obligations of Tenant hereunder. Any consent by Landlord (and, if applicable, its lender) to a particular assignment, mortgage, transfer sublease or pledge mortgage shall not constitute consent or approval of any subsequent assignment, sublease or mortgage, transfer or pledgeand Landlord’s written approval shall be required in all such instances. No consent by Landlord (and, if applicable, its lender) to any assignment or sublease, whether pursuant to this Section 8.1 or Section 8.3, of sublease shall be deemed to release either or both of (A) Tenant from its obligations hereunder and (B) Guarantor from its obligations under its Guaranty, as defined below; and (x) Tenant shall remain fully liable for performance and satisfaction of all obligations and liabilities under this Lease; and (y) except as otherwise expressly provided in Section 2.5.4.5 above, Guarantor shall remain fully liable for performance and satisfaction of all obligations and liabilities under the Guaranty.

Prohibition. Tenant acknowledges that shall not assign, convey, mortgage, pledge, encumber or otherwise transfer this Lease and or any interest therein, sublet the Rent due under this Lease have been agreed to by Landlord in reliance upon (a) Tenant’s reputation and creditworthinessPremises or any part thereof, (b) or permit the Guarantor’s execution and delivery of the Guaranty (defined in Section 20.2); and (c) upon the continued operation use or occupancy of the Premises or any part thereof by anyone other than Tenant for the particular use set forth in Section 1.7 above; therefore("transfer"), except as expressly permitted below in this Section 8without receiving Landlord's prior written consent, Tenant which consent shall not, whether voluntarily, not be unreasonably withheld or delayed. A transfer by operation of law, assign merger or otherwise transferconsolidation, mortgage, encumber or pledge all a change in the controlling partnership interest in Tenant or in the controlling ownership of the voting stock of Tenant or any portion direct or indirect parent of its interest under Tenant shall be deemed an assignment for purposes of this Lease. Any purported assignmentArticle 13, mortgageprovided, transfer or pledge requiringhowever, but made withoutthat notwithstanding the foregoing Tenant shall have the right, without the prior written consent of Landlord, and to enter into a transfer with a corporation which: (i) is a wholly owned subsidiary of Tenant; or (ii) is a corporation of which Tenant owns in excess of fifty percent (50%) of the outstanding capital stock; or (iii) merges or consolidates with Tenant, where applicableTenant is the surviving entity. Any transfer pursuant to (i), Landlord’s lender, (ii) or (iii) ("Approved Transfer")above shall be absolutely null and void. No assignment of this Lease subject to the following conditions: (including one permitted pursuant to Section 8.3 below) shall be effective and valid unless and until the assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord (and, if applicable, its lender) in order to evidence assignee’s assumption of all obligations of Tenant hereunder. Any consent by Landlord (and, if applicable, its lender) to a particular assignment, mortgage, transfer or pledge shall not constitute consent or approval of any subsequent assignment, mortgage, transfer or pledge. No consent by Landlord (and, if applicable, its lender) to any assignment or sublease, whether pursuant to this Section 8.1 or Section 8.3, shall be deemed to release either or both of (A) Tenant from its obligations hereunder and (B) Guarantor from its obligations under its Guaranty, as defined below; and (xa) Tenant shall remain fully liable during the unexpired Lease Term and any Option Terms; (b) any such transfer shall be subject to all of the terms, covenants and conditions of this Lease and any such transferee shall expressly assume for performance and satisfaction the benefit of all Landlord the obligations and liabilities of Tenant under this LeaseLease by a document reasonably satisfactory to Landlord; (c) the resulting entity pursuant to (iii) above shall have a net worth equal to or greater than Tenant's net worth at the date of Tenant's request for consent; (d) Tenant shall give Landlord notice of such transfer at least twenty (20) days prior to its effective date; and (ye) except Tenant shall reimburse Landlord for Landlord's reasonable documentation fees incurred in conjunction with the processing and preparation of documentation for any such transfer. Tenant shall, in writing, request consent to any transfer other than an Approved Transfer, at least ninety (90) days prior to the anticipated effective date of the transfer, and shall provide to Landlord information regarding the identity of the proposed transferee and its net worth and previous business experience including recent copies of current financial statements, and within sixty (60) days following Landlord's receipt of such written request and related information, Landlord shall, in writing, (i) approve the proposed transfer, (ii) reject the proposed transfer or (iii) exercise its option to cancel as otherwise expressly provided described in Section 2.5.4.5 above13.2 hereof. It shall be reasonable for Landlord to refuse consent to a proposed transfer if (1) in Landlord's reasonable business judgment, Guarantor the present net worth of the transferee is less than the greater of (i) the net worth of Tenant at the Effective Date or (ii) the net worth of Tenant at the date of Tenant's request for consent, or (2) if in Landlord's reasonable business judgment, the Percentage Rental under Section 4.3 hereof that Landlord reasonably anticipates receiving from the transferee is less than that which Landlord has received from Tenant, or (3) in Landlord's reasonable business judgment, the transferee lacks sufficient business reputation or experience to operate a successful business of the type and quality permitted under the Lease, or (4) the transferee's contemplated use of the Premises following the transfer conflicts with the Permitted Use, or (5) the proposed transfer would breach any covenant of Landlord respecting any other lease, financing agreement, or other agreement relating to the Shopping Center. Any purported transfer, encumbrance, pledge, mortgage, assignment or subletting (other than an Approved Transfer) without Landlord's written consent shall be void and of no force or effect. In the event of an assignment expressly approved by Landlord in writing as provided hereinabove, Tenant shall be not be liable for obligations which arise related to occupancy or enjoyment of the Premises following the effective date of the assignment. Except as provided herein with respect to an assignment specifically approved by Landlord, in the event of any assignment, subletting, transfer or occupancy by someone other than Tenant, whether or not expressly or implicitly by Landlord, Tenant shall, nevertheless, at all times, remain fully responsible and jointly and severally liable for the payment of the rent and for compliance with all other obligations imposed upon Tenant under the terms, provisions and covenants of this Lease. Any assignment or sublease shall contain a provision whereby the assignee or subtenant agrees to comply with and be bound by all of the terms, covenants, conditions, provisions and agreements of this Lease, and Tenant shall deliver to Landlord, promptly after execution, an executed copy of each assignment or sublease and an agreement of compliance by each assignee or subtenant in form and substance acceptable to Landlord. Any sublease shall also contain a provision that in the event of default by Tenant hereunder and a termination of this Lease by Landlord, such subtenant shall, at Landlord's option, attorn to Landlord as if Landlord were the landlord under the sublease. Notwithstanding anything herein to the contrary, Landlord specifically agrees that Tenant shall have the right to assign this Lease to a major theater operator (which shall mean an operator which has 500 or more screens in operation), subject to Landlord's prior written consent as provided hereinabove, provided, however, that Tenant shall remain fully liable for performance and satisfaction hereunder, unless Landlord otherwise specifically agrees in writing at the time of all obligations and liabilities under the GuarantyTenant's request.

Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon (a) Tenant’s reputation and creditworthiness, (b) the Guarantor’s execution and delivery of the Guaranty (defined in Section 20.2); and (c) upon the continued operation of the Premises by Tenant for the particular use set forth in Section 1.7 above; therefore, except as expressly permitted below in this Section 8, Tenant shall not, whether voluntarilydirectly or indirectly, or by operation of law, assign or otherwise transfer, mortgage, encumber or pledge all or any portion of its interest under this Lease. Any purported assignment, mortgage, transfer or pledge requiring, but made without, without the prior written consent of Landlord, and where applicablepledge, mortgage or hypothecate this Lease or any interest herein. This Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant involuntarily or by operation of law without the prior written consent of Landlord’s lender. For purposes of this Lease, any of the following transfers on a cumulative basis shall be absolutely null and void. No constitute an assignment of this Lease that requires the prior written consent of Landlord: if Tenant is a corporation, the transfer of more than forty-nine percent (including one permitted pursuant to Section 8.3 below49%) of the stock of the corporation; if Tenant is a partnership, the transfer of more than forty-nine percent (49%) of the capital or profits interest in the partnership; if Tenant is a limited liability company, the transfer of more than forty-nine percent (49%) of the membership interests in the limited liability company or a change in the manager of the limited liability company, if any; and if Tenant is a trust, the transfer of more than forty-nine percent (49%) of the beneficial interest under the trust. Any of the foregoing acts without such prior written consent of Landlord shall be effective void and valid unless and until shall, at the assignee executes and delivers option of Landlord, constitute a default that entitles Landlord to Landlord any and all documentation reasonably required terminate this Lease. Tenant agrees that the instrument by Landlord (and, if applicable, its lender) in order to evidence assignee’s assumption of all obligations of Tenant hereunder. Any consent by Landlord (and, if applicable, its lender) to a particular assignment, mortgage, transfer or pledge shall not constitute consent or approval of any subsequent assignment, mortgage, transfer or pledge. No consent by Landlord (and, if applicable, its lender) to which any assignment or sublease to which Landlord consents is accomplished shall expressly provide that the assignee or subtenant will perform all of the covenants to be performed by Tenant under this Lease (in the case of a sublease, whether pursuant only insofar as such covenants relate to this Section 8.1 the portion of the Premises subject to such sublease) as and when performance is due after the effective date of the assignment or Section 8.3, sublease and that Landlord will have the right to enforce such covenants directly against such assignee or subtenant. Any purported assignment or sublease without an instrument containing the foregoing provisions shall be deemed to release either or both of (A) Tenant from its obligations hereunder and (B) Guarantor from its obligations under its Guaranty, as defined below; and (x) void. Tenant shall in all cases remain fully liable for the performance and satisfaction by any assignee or subtenant of all obligations and liabilities under this Lease; and (y) except as otherwise expressly provided in Section 2.5.4.5 above, Guarantor shall remain fully liable for performance and satisfaction of all obligations and liabilities under the Guarantysuch covenants.

Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon (a) Tenant’s reputation and creditworthiness, (b) the Guarantor’s execution and delivery of the Guaranty (defined in Section 20.2); and (c) upon the continued operation of the Premises by Tenant for the particular use set forth in Section 1.7 above; therefore, except as expressly permitted below in this Section 8, Tenant shall notnot directly or indirectly, whether voluntarily, voluntarily or by operation of law, assign this Lease, or otherwise transferany right or interest hereunder, mortgageor sublet the Premises or any part thereof, encumber or pledge allow any other person or entity to occupy or use all or any part of the Premises without first obtaining the written consent of Landlord in each instance, which consent shall not be unreasonably withheld. In addition, if Landlord consents to a subletting, in no event shall the applicable sublessee be permitted to assign the sublease or sub-sublet all or any portion of its the applicable sublease premises (and any subleases of the Premises or any part thereof shall specifically include the foregoing prohibition). In no event shall Tenant directly or indirectly, voluntarily or by operation of law, pledge, mortgage or hypothecate this Lease, or any right or interest hereunder or in or to the Premises. Any attempted assignment, subletting, pledge, mortgaging, hypothecation or other transfer in violation of the terms of this Article XIV, whether voluntary or involuntary, by operation of law, under legal process or proceedings, by receivership, in bankruptcy, or otherwise shall constitute an Event of Default under this LeaseLease and shall be voidable at Landlord’s option. Any purported assignmentTenant hereby waives all rights provided for by any present or future laws regarding Tenant’s right to terminate this Lease or to an award of any consequential or special damages in connection with Landlord’s consent or denial thereof with respect to a request by Tenant under this Article XIV. To the extent not prohibited by provisions of the Bankruptcy Code of 1978, mortgage, transfer or pledge requiring, but made without11 U.S.C. Section 101 et seq. (as amended, the prior written consent “Bankruptcy Code”), Tenant on behalf of Landlorditself, creditors, administrators and where applicable, assigns waives the applicability of Sections 541(c) and 365(e) of the Bankruptcy Code unless the proposed assignee of the trustee for the estate of the bankrupt meets Landlord’s lenderstandards for consent as set forth below. Landlord has entered into this Lease with Tenant in order to obtain for the benefit of the Project the unique attraction of Tenant’s name and business; the foregoing prohibition on assignment or subletting is expressly agreed to by Tenant in consideration of such fact. If this Lease is assigned to any person or entity pursuant to the provisions of the Bankruptcy Code, any and all monies or other considerations payable or otherwise to be delivered in connection with such assignment shall be paid or delivered to Landlord, shall be absolutely null and void. No assignment remain the exclusive property of this Lease (including one permitted pursuant to Section 8.3 below) shall be effective Landlord and valid unless and until the assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord (and, if applicable, its lender) in order to evidence assignee’s assumption of all obligations of Tenant hereunder. Any consent by Landlord (and, if applicable, its lender) to a particular assignment, mortgage, transfer or pledge shall not constitute consent property of Tenant or approval the estate of any subsequent assignment, mortgage, transfer Tenant within the meaning of the Bankruptcy Code. Any and all monies or pledgeother considerations constituting Landlord’s property under the preceding sentence not paid or delivered to Landlord shall be held in trust for the benefit of Landlord and be promptly paid or delivered to Landlord. No consent by Landlord (and, if applicable, its lender) Any person or entity to any assignment or sublease, whether which this Lease is assigned pursuant to this Section 8.1 or Section 8.3, the provisions of the Bankruptcy Code shall be deemed without further act or deed to release either or both have assumed all of (A) Tenant from its the obligations hereunder and (B) Guarantor from its obligations under its Guaranty, as defined below; and (x) Tenant shall remain fully liable for performance and satisfaction of all obligations and liabilities arising under this Lease; Lease on and (y) except as otherwise expressly provided in Section 2.5.4.5 above, Guarantor after the date of such assignment. Any such assignee shall remain fully liable for performance upon demand execute and satisfaction of all obligations and liabilities under the Guarantydeliver to Landlord an instrument confirming such assumption.

Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon (a) Tenant’s 's reputation and creditworthiness, (b) the Guarantor’s execution creditworthiness and delivery of the Guaranty (defined in Section 20.2); and (c) upon the continued operation of the Premises by Tenant for the particular use set forth in Section 1.7 4 above; therefore, except as expressly permitted below in this Section 8, Tenant shall not, whether voluntarily, or by operation of law, or otherwise: (a) assign or otherwise transfertransfer this Lease; (b) sublet the Premises or any part thereof, or allow the same to be used or occupied by anyone other than Tenant; or (c) mortgage, encumber pledge, encumber, or pledge all otherwise hypothecate this Lease or the Premises, or any portion part thereof, in any manner whatsoever, without in each instance obtaining the prior written consent of its interest under this LeaseLandlord, which consent may be given or withheld in Landlord's sole, but reasonable, discretion. Any purported assignment, mortgage, transfer transfer, pledge or pledge requiring, but sublease made without, without the prior written consent of Landlord, and where applicable, Landlord’s lender, Landlord shall be absolutely null and void. No assignment of this Lease (including one permitted pursuant to Section 8.3 below) shall be effective and valid unless and until the assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord (and, if applicable, its lender) in order to evidence assignee’s 's assumption of all obligations of Tenant hereunder. Any consent by Landlord (and, if applicable, its lender) to a particular assignment, mortgage, transfer sublease or pledge mortgage shall not constitute consent or approval of any subsequent assignment, sublease or mortgage, transfer or pledgeand Landlord's written approval shall be required in all such instances. No consent by Landlord (and, if applicable, its lender) to any assignment or sublease, whether pursuant to this Section 8.1 or Section 8.3, sublease shall be deemed to release either or both of (A) Tenant from its obligations hereunder and (B) Guarantor from its obligations under its Guaranty, as defined below; and (x) Tenant shall remain fully liable for performance and satisfaction of all obligations and liabilities under this Lease; and (y) except as otherwise expressly provided in Section 2.5.4.5 above, Guarantor shall remain fully liable for performance and satisfaction of all obligations and liabilities under the Guaranty.

Prohibition. Tenant acknowledges that this Lease and the ----------- Rent due under this Lease have been agreed to by Landlord in reliance upon (a) Tenant’s 's reputation and creditworthiness, (b) the Guarantor’s execution creditworthiness and delivery of the Guaranty (defined in Section 20.2); and (c) upon the continued operation of the Premises by Tenant for the particular use set forth described in Section 1.7 4.1 above; therefore, except as expressly permitted below in this Section 8, Tenant shall not, whether voluntarily, or by operation of law, or otherwise: (a) assign or otherwise transfertransfer this Lease; (b) sublet the Premises or any part thereof, or allow the same to be used or occupied by anyone other than Tenant; or (c) mortgage, encumber pledge, encumber, or pledge all otherwise hypothecate this Lease or the Premises, or any portion part thereof, in any manner whatsoever, without in each instance obtaining the prior written consent of its interest under this LeaseLandlord, which consent may be given or withheld in Landlord's sole, but reasonable, discretion. Any purported assignment, mortgage, transfer transfer, pledge or pledge requiring, but sublease made without, without the prior written consent of Landlord, and where applicable, Landlord’s lender, Landlord shall be absolutely null and void. No assignment of this Lease (including one permitted pursuant to Section 8.3 below) shall be effective and valid unless and until the assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord (and, if applicable, its lender) in order to evidence assignee’s 's assumption of all obligations of Tenant hereunder. Any consent by Landlord (and, if applicable, its lender) to a particular assignment, mortgage, transfer sublease or pledge mortgage shall not constitute consent or approval of any subsequent assignment, sublease or mortgage, transfer or pledgeand Landlord's written approval shall be required in all such instances. No consent by Landlord (and, if applicable, its lender) to any assignment or sublease, whether pursuant to this Section 8.1 or Section 8.3, sublease shall be deemed to release either or both of (A) Tenant from its obligations hereunder and (B) Guarantor from its obligations under its Guaranty, as defined below; and (x) Tenant shall remain fully liable for performance and satisfaction of all obligations and liabilities under this Lease; and (y) except as otherwise expressly provided in Section 2.5.4.5 above, Guarantor shall remain fully liable for performance and satisfaction of all obligations and liabilities under the Guaranty.

Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon (a) Tenant’s 's reputation and creditworthiness, (b) the Guarantor’s execution creditworthiness and delivery of the Guaranty (defined in Section 20.2); and (c) upon the continued operation of the Premises by Tenant for the particular use set forth use. described in Section 1.7 4 above; therefore, except as expressly permitted below in this Section 8, Tenant shall not, whether voluntarily, or by operation of law, or otherwise: (a) assign or otherwise transfertransfer this Lease; (b) sublet the Premises or any part thereof, or allow the same to be used or occupied by anyone other than Tenant; or (c) mortgage, encumber pledge, encumber, or pledge all otherwise hypothecate this Lease or the Premises, or any portion part thereof, in any manner whatsoever, without in each instance obtaining the prior written consent of its interest under this LeaseLandlord, which consent may be given or withheld in Landlord's sole, but reasonable, discretion. Any purported assignment, mortgage, transfer transfer, pledge or pledge requiring, but sublease made without, without the prior written consent of Landlord, and where applicable, Landlord’s lender, Landlord shall be absolutely null and void. No assignment of this Lease (including one permitted pursuant to Section 8.3 below) shall be effective and valid unless and until the assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord (and, if applicable, its lender) in order to evidence assignee’s 's assumption of all obligations of Tenant hereunder. Any consent by Landlord (and, if applicable, its lender) to a particular assignment, mortgage, transfer sublease or pledge mortgage shall not constitute consent or approval of any subsequent assignment, sublease or mortgage, transfer or pledgeand Landlord' s written approval shall be required in all such instances. No No. consent by Landlord (and, if applicable, its lender) to any assignment or sublease, whether pursuant to this Section 8.1 or Section 8.3, sublease shall be deemed to release either or both of (A) Tenant from its obligations hereunder and (B) Guarantor from its obligations under its Guaranty, as defined below; and (x) Tenant shall remain fully liable for performance and satisfaction of all obligations and liabilities under this Lease; and (y) except as otherwise expressly provided in Section 2.5.4.5 above, Guarantor shall remain fully liable for performance and satisfaction of all obligations and liabilities under the Guaranty.

Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease lease have been agreed to by Landlord in reliance upon (a) Tenant’s reputation and creditworthiness, (b) the Guarantor’s execution creditworthiness and delivery of the Guaranty (defined in Section 20.2); and (c) upon the continued operation of the Premises by Tenant for the particular use set forth in Section 1.7 4 above; therefore, except as expressly permitted below in this Section 8, Tenant shall not, whether voluntarily, or by operation of law, or otherwise: (a) assign or otherwise transfertransfer this Lease; (b) sublet the Premises or any part thereof, or allow the same to be used or occupied by anyone other than Tenant; or (c) mortgage, encumber pledge, encumber, or pledge all otherwise hypothecate this Lease or the Premises, or any portion part thereof, in any manner whatsoever, without in each instance obtaining the prior written consent of Landlord, which consent Landlord will not unreasonably withhold or delay; provided, however, that Tenant may assign its interest rights under this LeaseLease to the Guarantor without obtaining Landlord’s consent. Any purported assignment, mortgage, transfer transfer, pledge or pledge requiring, but sublease made without, without the prior written consent of Landlord, and where applicable, Landlord’s lenderother than an assignment to the Guarantor, shall be absolutely null and void. No assignment of this Lease (including one permitted pursuant to Section 8.3 below) shall be effective and valid unless and until the assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord (and, if applicable, its lender) in order to evidence assignee’s assumption of all obligations of Tenant hereunder. Any consent by Landlord (and, if applicable, its lender) to a particular assignment, mortgage, transfer sublease or pledge mortgage shall not constitute consent or approval of any subsequent assignment, sublease or mortgage, transfer or pledgeand Landlord’s written approval shall be required in all such instances. No consent by Landlord (and, if applicable, its lender) to any assignment or sublease, whether pursuant to this Section 8.1 and any such assignment or Section 8.3sublease, shall be deemed to release either or both of (A) Tenant from its obligations hereunder and (B) Guarantor from its obligations under its Guaranty, as defined below; and (x) Tenant shall remain fully liable for performance and satisfaction of all obligations and liabilities under this Lease; and (y) except as otherwise expressly provided in Section 2.5.4.5 above, Guarantor shall remain fully liable for performance and satisfaction of all obligations and liabilities under the Guaranty.

Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon (a) Tenant’s reputation and creditworthiness, (b) the Guarantor’s execution creditworthiness and delivery of the Guaranty (defined in Section 20.2); and (c) upon the continued operation of the Premises by Tenant for the particular use set forth described in Section 1.7 4.1 above; therefore, except as expressly permitted below in this Section 8, Tenant shall not, whether voluntarily, or by operation of law, or otherwise: (a) assign or otherwise transfertransfer this Lease; (b) sublet the Premises or any part thereof, or allow the same to be used or occupied by anyone other than Tenant; or (c) mortgage, encumber pledge, encumber, or pledge all otherwise hypothecate this Lease or the Premises, or any portion part thereof, in any manner whatsoever, without in each instance obtaining the prior written consent of its interest under this LeaseLandlord, which consent may be given or withheld in Landlord’s sole discretion. Any purported assignment, mortgage, transfer transfer, pledge or pledge requiring, but sublease made without, without the prior written consent of Landlord, and where applicable, Landlord’s lender, Landlord shall be absolutely null and void. No assignment of this Lease (including one permitted pursuant to Section 8.3 below) shall be effective and valid unless and until the assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord (and, if applicable, its lender) in order to evidence assignee’s assumption of all obligations of Tenant hereunder. Any consent by Landlord (and, if applicable, its lender) to a particular assignment, mortgage, transfer sublease or pledge mortgage shall not constitute consent or approval of any subsequent assignment, sublease or mortgage, transfer or pledge. No consent by Landlord (and, if applicable, its lender) to any assignment or sublease, whether pursuant to this Section 8.1 or Section 8.3, and Landlord’s written approval shall be deemed to release either or both of (A) Tenant from its obligations hereunder and (B) Guarantor from its obligations under its Guaranty, as defined below; and (x) Tenant shall remain fully liable for performance and satisfaction of required in all obligations and liabilities under this Lease; and (y) except as otherwise expressly provided in Section 2.5.4.5 above, Guarantor shall remain fully liable for performance and satisfaction of all obligations and liabilities under the Guaranty.such

Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon (a) Tenant’s ▇▇▇▇▇▇'s reputation and creditworthiness, (b) the Guarantor’s execution creditworthiness and delivery of the Guaranty (defined in Section 20.2); and (c) upon the continued operation of the Premises by Tenant for the particular use set forth in Section 1.7 4 above; therefore, except as expressly permitted below in this Section 8, Tenant shall not, whether voluntarily, or by operation of law, or otherwise: (a) assign or otherwise transfertransfer this Lease (except to an entity having a net worth at least equal to ▇▇▇▇▇▇'s net worth, as of the date hereof, a certification as to which was provided by Tenant in favor of Landlord as of the date hereof, ("Tenant's Net Worth") and which entity proposes to engage in a use allowed pursuant to Section 1.7, in which case Tenant shall provide Landlord with not less than thirty (30) days prior written notice of such assignment including, a certification as to such assignee's net worth and proposed use executed by ▇▇▇▇▇▇ and assignee, but need not obtain Landlord's consent); (b) sublet the Premises or any part thereof, or allow the same to be used or occupied by anyone other than Tenant; provided, however, that Tenant may, without the necessity of Landlord's consent and upon not less than thirty (30) days prior written notice to Landlord identifying the sublessee and terms of the sublease, sublet (i) up to twenty-five percent (25%) of the Premises to not more than two (2) sublessees who propose(s) to engage in a use allowed pursuant to Sections 1.7 and 4.1; or (ii) to a single entity with a net worth at least equal to Tenant's Net Worth provided that Tenant provides a written certification executed by Tenant and the sublessee together with its notice of its intention to sublet certifying as to such sublessee's net worth; or (c) mortgage, encumber pledge, encumber, or pledge all otherwise hypothecate this Lease or the Premises, or any portion part thereof, in any manner whatsoever, without in each instance obtaining the prior written consent of its interest under this LeaseLandlord, which consent may be withheld for any or no reason to the extent that an assignee or sublessee's proposed use of the Premises is not a permitted use pursuant to Section 1.7 or prohibited by Section 4.1, but shall not otherwise be unreasonably withheld. Any purported assignment, mortgage, transfer transfer, pledge or pledge requiring, but sublease made without, without the prior written consent of Landlord, and where applicable, Landlord’s lender, Landlord shall be absolutely null and voidvoid and of no legal force or effect. No assignment of this Lease (including one permitted pursuant to Section 8.3 below) shall be effective and valid unless and until the assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord (and, if applicable, its lender) ▇▇▇▇▇▇▇▇ in order to evidence assignee’s 's assumption of all obligations of Tenant hereunder. Any consent by Landlord (and, if applicable, its lender) to a particular assignment, mortgage, transfer sublease or pledge mortgage shall not constitute consent or approval of any subsequent assignment, sublease or mortgage, transfer or pledgeand ▇▇▇▇▇▇▇▇'s written approval shall be required in all such instances. No Any consent by Landlord (and, if applicable, its lender) to any assignment or sublease, whether pursuant to this Section 8.1 or Section 8.3, sublease shall not be deemed to release either or both of (A) Tenant from its obligations obligation hereunder and (B) Guarantor from its obligations under its Guaranty, as defined below; and (x) Tenant shall remain fully liable for performance and satisfaction of all obligations and liabilities under this Lease. Landlord shall not be deemed to have unreasonably withheld its consent to a proposed assignment of this Lease or to a proposed sublease of part or all of the Premises if its consent is withheld because: (i) Tenant is then in default hereunder beyond applicable notice and cure periods; and (yii) except as otherwise expressly provided in Section 2.5.4.5 aboveeither the portion of the Premises which Tenant proposes to sublease, Guarantor shall remain fully liable for performance and satisfaction or the remaining portion of all the Premises, or means of ingress or egress to either the portion of the Premises which Tenant proposes to sublease or the remaining portion of the Premises, or the proposed use of the Premises or any portion thereof by the proposed assignee or subtenant, (A) will violate any laws or (B) will impose any obligation upon Landlord or increase Landlord's obligations and liabilities under any laws to the extent that the cost of such increased obligation is not passed through to Tenant or such subtenant or assignee; (iii) the proposed assignee or subtenant is not sufficiently financially responsible to perform its obligations under the Guarantyproposed assignment or sublease; or (iv) the proposed assignee or subtenant is a government (or subdivision or agency thereof); provided, however, that the foregoing are merely examples of reasons for which Landlord may withhold its consent and shall not be deemed exclusive of any permitted reasons for reasonably withholding consent, whether similar or dissimilar to the foregoing examples.

Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon (a) Tenant’s 's reputation and creditworthiness, (b) the Guarantor’s execution creditworthiness and delivery of the Guaranty (defined in Section 20.2); and (c) upon the continued operation of the Premises by Tenant for the particular use set forth described in Section 1.7 SECTION 4.1 above; therefore, except as expressly permitted below in this Section 8, Tenant shall not, whether voluntarily, or by operation of law, or otherwise: (a) assign or otherwise transfertransfer this Lease; (b) sublet the Premises or any part thereof, or allow the same to be used or occupied by anyone other than Tenant; or (c) mortgage, encumber pledge, encumber, or pledge all otherwise hypothecate this Lease or the Premises, or any portion part thereof, in any manner whatsoever, without in each instance obtaining the prior written consent of its interest under this LeaseLandlord, which consent may be given or withheld in Landlord's sole, but reasonable, discretion. Any purported assignment, mortgage, transfer transfer, pledge or pledge requiring, but sublease made without, without the prior written consent of Landlord, and where applicable, Landlord’s lender, Landlord shall be absolutely null and void. No assignment of this Lease (including one permitted pursuant to Section 8.3 below) shall be effective and valid unless and until the assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord (and, if applicable, its lender) in order to evidence assignee’s 's assumption of all obligations of Tenant hereunder. Any consent by Landlord (and, if applicable, its lender) to a particular assignment, mortgage, transfer sublease or pledge mortgage shall not constitute consent or approval of any subsequent assignment, sublease or mortgage, transfer or pledgeand Landlord's written approval shall be required in all such instances. No consent by Landlord (and, if applicable, its lender) to any assignment or sublease, whether pursuant to this Section 8.1 or Section 8.3, sublease shall be deemed to release either or both of (A) Tenant from its obligations hereunder and (B) Guarantor from its obligations under its Guaranty, as defined below; and (x) Tenant shall remain fully liable for performance and satisfaction of all obligations and liabilities under this Lease; and (y) except as otherwise expressly provided in Section 2.5.4.5 above, Guarantor shall remain fully liable for performance and satisfaction of all obligations and liabilities under the Guaranty.